with the Securities and Exchange Commission on March 31, 2003
          -------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

(Mark One)
       X       Annual Report Pursuant to Section 13 or 15(d) of the
    -------
                 Securities Exchange Act of 1934 [Fee Required]
                   For the fiscal year ended December 31, 2002
                                       or
    -------  Transition Report Pursuant to Section 13 or 15(d) of the

                Securities Exchange Act of 1934 [No Fee Required]

            For the Transition Period From ___________ to ___________

                          Commission File Number 0-9667
                           WINMILL & CO. INCORPORATED,
             (Exact name of registrant as specified in its charter)

      Delaware                                         13-1897916
(State of incorporation)                   (I.R.S. Employer Identification No.)

11 Hanover Square, New York, New York                     10005
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (212) 785-0900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                   Name of each exchange on which registered
-------------------                   -----------------------------------------
      None                                              None

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, Par Value $.01 Per Share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part IV of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

No voting stock was held by non-affiliates of the registrant as of March 15,
2003.

The number of shares outstanding of each of the registrant's classes of common
stock, as of March 15, 2003:

Class A Non-Voting Common Stock, par value $.01 per share - 1,588,820 shares
Class B Voting Common Stock, par value $.01 per share - 20,000



<PAGE>



                                     PART I

Item                                                                        Page

1.     Business                                                                1

2.     Properties                                                              4

3.     Legal Proceedings                                                       4



                                     PART II

4.     Market for Company's Common Equity and Related Stockholder Matters      5



                                    PART III

5.     Management's Discussion and Analysis of Financial Condition
       and Results of Operations                                               5

6.     Changes in and Disagreements with Accountants on
       Accounting and Financial Disclosure                                     7

7.     Financial Statements and Supplementary Data                             8



                                     PART IV

8.     Directors and Executive Officers                                       23

9.     Executive Compensation                                                 25

10.     Security Ownership of Certain Beneficial Owners and Management        31

11.     Certain Relationships and Related Transactions                        32



                                     PART V

12.     Exhibits, Consolidated Financial Statements and Schedules,
        and Reports on Form 8-K                                               33

13.      Controls and Procedures                                              36



                                       -5-
<PAGE>

                                     PART I


Item 1.    Business

Winmill & Co. Incorporated, a Delaware corporation (the  "Company"), is a
holding company with three principal subsidiaries: CEF Advisers, Inc., ("CEF"),
Investor Service Center, Inc. ("ISC") and Midas Management Corporation ("MMC").

MMC and CEF act as investment managers to open-end and closed-end management
investment companies (the "Funds") registered under the Investment Company Act
of 1940 (the "Act"). The open-end Funds are Dollar Reserves, Inc., Midas Fund,
Inc., and Midas Special Equities Fund, Inc. The closed-end funds are Global
Income Fund, Inc. and Internet Growth Fund, Inc. CEF acted as investment manager
of Bexil Corporation ("Bexil") and Tuxis Corporation ("Tuxis") until July 31,
2001 and November 30, 2001, respectively, when the investment management
agreements with CEF were terminated. Commencing August 1, 2001, Bexil's officers
(who are substantially identical to those of CEF) assumed the internal
management of Bexil's affairs, including portfolio management, subject to the
oversight and final direction of the Board of Directors of Bexil. Commencing
December 1, 2001, the officers of Tuxis (who are substantially identical to
those of CEF) assumed the internal management of Tuxis' affairs, including
portfolio management, subject to the oversight and final direction of the Board
of Directors of Tuxis. Compensation of Bexil and Tuxis personnel, initially set
in the aggregate amount of $200,000 each per year, may be changed from time to
time at the discretion of the Board of Directors of each of Bexil and Tuxis.
This amount was increased to $365,000 per year for Bexil effective January 1,
2003 and to $300,000 per year for Tuxis effective October 2, 2002. Bexil and
Tuxis are paying compensation directly to certain officers whose compensation
from the Company was partly reduced, reflecting the increased time such officers
spend on the business of Bexil and Tuxis. As of December 31, 2002, the Company
owned approximately 25% and 19% of the outstanding shares of Bexil and Tuxis,
respectively.

Bexil and Tuxis have received shareholder approval to change from registered
investment companies to operating companies. Bexil filed in 2002 an application
with the SEC to terminate its registration as an investment company and is
awaiting the decision from the SEC. Tuxis anticipates filing in 2003 an
application with the SEC to terminate its registration as an investment company.
In January 2002, Bexil began operating a business through a 50% interest in a
third party claims administrator.

ISC was organized in 1985 and is registered with the SEC as a broker/dealer and
is a member of the NASD. ISC acts as the principal distributor for the open-end
Funds and engages in proprietary securities trading.

The Company has granted certain of the Funds, Tuxis, Bexil and its subsidiaries
a non-exclusive license to use certain service marks owned by the Company, under
certain terms and conditions on a royalty free basis. Such license may be
withdrawn from a Fund in the event the investment manager of the Fund is not a
subsidiary of the Company or in other cases, at the discretion of the Company.

Investment Management and Distribution Business
The Company is engaged, through its subsidiaries, in the business of managing
investment companies registered under the Act. The Funds and their respective
net assets as of December 31, 2002 were approximately as follows:


      Dollar Reserves, Inc.                                      $    20,969,600
      Global Income Fund, Inc.                                        27,588,500
      Internet Growth Fund, Inc.                                       6,731,300
      Midas Fund, Inc.                                                54,788,700
      Midas Special Equities Fund, Inc.                               18,884,100
                                                                 ---------------
         Total Net Assets                                        $   128,962,200
                                                                 ===============


<PAGE>

The fund management industry along with the entire financial services sector of
the economy has been rapidly changing to meet the increasing needs of investors.
Competition for management of financial resources has increased as banks,
insurance companies and broker/dealers have introduced products and services
traditionally offered by independent fund management companies. There are also
many fund management groups with substantially more resources than the Company.
While the Company's business is not seasonal, it is affected by the financial
markets, which in turn, are dependent upon current and future economic
conditions.

Drastic material declines in the securities markets can have a significant
effect on the Company's business. Volatile stock markets may affect management
and distribution fees earned by the Company's subsidiaries. If the market value
of securities owned by the Funds declines, assets under management will decline
and shareholder redemptions may occur, either by transfer out of the equity
Funds and into the money market Fund, Dollar Reserves, which has lower
management and distribution fee rates than the equity Funds, or by redemptions
out of the Funds entirely. Lower asset levels in the Funds may also cause or
increase reimbursements to the Funds pursuant to the expense limitations
described below.

In general, investment management services are rendered to the Funds pursuant to
written contractual agreements. Such agreements relate to the general management
of the affairs of each Fund, in addition to supervising the acquisition and sale
of each Fund's portfolio investments. As provided in the agreements, CEF and MMC
may receive management fees ranging from 1.0% to 0.5% (and generally declining
thereafter on higher net asset levels) per annum of the Funds' average daily or
average weekly net assets payable monthly. The Act requires that such
contractual agreements be initially approved by the Funds' Board of Directors,
including a majority of all of the directors who are not "interested persons"
(as defined in the Act), and by the vote of a majority of the outstanding shares
of the Fund (as defined in the Act). Agreements, if approved, may be for a term
of up to two years, and thereafter their continuance must be approved at least
annually by a majority of the directors of the Fund, including a majority of
those directors of the Fund who are not "interested persons", or by such a vote
of "disinterested" directors and the vote of a majority of the outstanding
shares of the Fund. In addition, all such agreements are subject to termination
on 60 days' notice by majority vote of the Board of Directors or the
shareholders and are subject to automatic termination in the event of
assignment. Effective July 31, 2001, Bexil's officers assumed the internal
management of Bexil's affairs, including portfolio management. Effective
November 30, 2001, Tuxis' officers assumed the internal management of Tuxis'
affairs, including portfolio management. Depending on the assets of the Fund
involved and other factors, the termination of any agreements for investment
management services between any of the Funds, CEF, and MMC or the termination of
the relationship of the Company with the management of Bexil and Tuxis may have
a serious adverse impact upon the Company.


<PAGE>

Under the investment management contracts, CEF and MMC are required to reimburse
the Funds for certain expenses to the extent that such expenses exceed
limitations prescribed by any state in which shares of the Funds are qualified
for sale, although currently the Funds are not subject to any such limits. In
addition, from time to time CEF and MMC may waive or reimburse management fees
to increase a Fund's performance.

Each of the open-end Funds has adopted a plan of distribution pursuant to Rule
12b-1 under the Act (the "Plan"). Pursuant to the Plans, ISC may receive as
compensation amounts ranging from one-quarter of one percent to one percent per
annum of the Funds' average daily net assets for distribution and service
activities. The service fee portion is intended to cover services provided to
shareholders in the Funds and the maintenance of shareholder accounts. The
distribution fee portion is to cover all other activities and expenses primarily
intended to result in the sale of the Funds' shares.

The Act requires that a plan of distribution be initially approved by the Fund's
Board of Directors, including a majority of the directors who are not
"interested persons" and who have no financial interest in the Plan, and by the
vote of a majority of the outstanding shares of the Fund. If approved, a plan of
distribution may be for a term of one year, and thereafter it must be approved
at least annually by the entire Board of Directors and by a majority of the
"disinterested" directors. In addition, all plans of distribution are subject to
termination at any time by majority vote of the disinterested directors or
shareholders.

CEF and MMC are registered with the SEC as investment advisers under the
Investment Advisers Act of 1940. ISC is registered with the SEC as a
broker/dealer under the Securities Exchange Act of 1934 and is a member of the
NASD. The Funds, Tuxis and Bexil are registered with the SEC under the Act. The
activities of CEF and MMC and of the Funds are subject to regulation under
Federal and state securities laws. The provisions of these laws, including those
relating to the contractual arrangements between the Funds and their investment
managers, are primarily designed to protect the shareholders of the Funds, Tuxis
and Bexil, and not the shareholders of the Company.

Forward-Looking Information
Information or statements provided by or on behalf of the Company from time to
time, including those within this Form 10-KSB Annual Report, may contain certain
"forward-looking information", including information relating to anticipated
growth in revenues or earnings per share, anticipated changes in the amount and
composition of assets under management, anticipated expense levels, and
expectations regarding financial market conditions. The Company cautions readers
that any forward-looking information provided by or on behalf of the Company is
not a guarantee of future performance and that actual results may differ
materially from those in forward-looking information as a result of various
factors, including but not limited to those discussed below. Further, such
forward-looking statements speak only as of the date on which such statements
are made, and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events.

The Company's future revenues may fluctuate due to factors such as: the total
value and composition of assets under management and related cash inflows or
outflows in mutual funds; fluctuations in the financial markets resulting in
appreciation or depreciation of assets under management; the relative investment
performance of the Company's sponsored investment products as compared to
competing products and market indices; the expense ratios and fees of the
Company's sponsored products and services; investor sentiment and investor
confidence in mutual funds; the ability of the Company to maintain investment
management fees at current levels; competitive conditions in the mutual funds
industry; the introduction of new mutual funds and investment products; the
ability of the Company to contract with the Funds for payment for services
offered to the Funds and Fund shareholders; the continuation of trends in the
retirement plan marketplace favoring defined contribution plans and
participant-directed investments; and the amount and timing of income from the
Company's proprietary securities trading portfolio.



<PAGE>

The Company's future operating results are also dependent upon the level of
operating expenses, which are subject to fluctuation for the following or other
reasons: changes in the level of advertising expenses in response to market
conditions or other factors; the level of expenses assumed by the Company for
the Funds as a result of expense reimbursement plan or waiver of expenses to
increase a Fund's performance; variations in the level of compensation expense
incurred by the Company, including performance-based compensation based on the
Company's financial results, as well as changes in response to the size of the
total employee population, competitive factors, or other reasons; expenses and
capital costs, including depreciation, amortization and other non-cash charges,
incurred by the Company to maintain its administrative and service
infrastructure; and unanticipated costs that may be incurred by the Company from
time to time to protect investor accounts and client goodwill.

The Company's operating results will also depend on the results of its holdings
in Bexil and Tuxis.

The Company's revenues are substantially dependent on revenues from the Funds,
which could be adversely affected if the independent directors of one or more of
the Funds determined to terminate or renegotiate the terms of one or more
investment management agreements.

The Company's business is also subject to substantial governmental regulation,
and changes in legal, regulatory, accounting, tax, and compliance requirements
may have a substantial effect on the Company's business and results of
operations, including but not limited to effects on the level of costs incurred
by the Company and effects on investor interest in mutual funds in general or in
particular classes of mutual funds.


Item 2.    Properties

The principal office of the Company is located at 11 Hanover Square, New York,
New York 10005. For the office of 3,800 rentable square feet, the rent is
approximately $96,000 per annum plus $12,800 per annum for electricity.  The
lease expires on December 31, 2003.


Item 3.      Legal Proceedings

From time to time, the Company and/or its subsidiaries are threatened or named
as defendants in litigation arising in the normal course of business. As of
December 31, 2002, neither the Company nor any of its subsidiaries was involved
in any other litigation that, in the opinion of management, would have a
material adverse impact on the consolidated financial statements.


                                      -11-
<PAGE>
                                    Park II

Item 4.   Market for the Company's Common Equity and Related Stockholder Matters

The Company's Class A Common Stock (non-voting) trades on the Nasdaq SmallCap
Market tier of the Nasdaq Stock Market under the symbol WNMLA. The Company's
Class B Common Stock (voting) has no public trading market. There are
approximately 219 holders of record of Class A Common Stock and 1 holder of
Class B Common Stock as of December 31, 2002. In addition, there are an
indeterminate number of beneficial owners of Class A Common Stock that are held
in "street name." No dividends have been paid on either class of Common Stock in
the past five years and the Company does not expect to pay any such dividends in
the foreseeable future. The high and low sales prices of the Class A Common
Stock during each quarterly period over the last two years were as follows:


                              2002                                   2001
                      --------------------                   -------------------
                        High           Low                   High            Low
First Quarter         $1.6700      $1.4800                  $1.6250      $1.1563
Second Quarter        $1.8500      $1.4200                  $1.8900      $1.3000
Third Quarter         $1.7000      $1.4600                  $1.9400      $1.5500
Fourth Quarter        $1.7500      $1.4200                  $1.7000      $1.3500


Equity Compensation Plan Information

<TABLE>
<CAPTION>

                                                                                                 Number of
                                          Number of Class A             Weighted-                Class A shares
                                          shares to be issued           average price            remaining available
                                          upon exercise of              of outstanding           for future issuance
                                          outstanding options           options, warrants        under equity
                                          warrants and rights           and rights               compensation plans
<S>                                                <C>                     <C>                        <C>
Equity Compensation Plans
    approved by security holders                   281,500                 $ 1.59                     33,500
Equity Compensation Plans not
    approved by security holders                       -                      -                          -
                                                 ---------                 ------                   --------
Total                                              281,500                 $ 1.59                     33,500
                                                 =========                 ======                   ========
</TABLE>


Item 5.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

2002 Compared to 2001

Declines in the securities markets can have a significant effect on the
Company's business. Volatile stock markets may affect management and
distribution fees earned by the Company's subsidiaries. If the market value of
securities owned by the Funds declines, shareholder redemptions may occur,
either by transfer out of the equity Funds and into the money market fund, which
has lower management and distribution fees rates than the equity Funds, or by
transfer out of the Funds entirely. Lower net asset levels in the Funds may also
cause or increase reimbursements to the Funds pursuant to expense limitations as
described in Note 9 of the financial statements.

Total revenues decreased $99,638 or 5% which was primarily due to the decrease
in management, distribution and other fees, consulting fee and dividends and
interest income offset by an increase in realized and unrealized gains on
investments. Management, distribution and other fees decreased $289,531 or 16%
due to lower net assets in the Funds and the termination of the investment
management agreement with Bexil and Tuxis effective July 31, 2001 and November
30, 2001 respectively. Average net assets under management were less in the
twelve months ended December 31, 2002 verses December 31, 2001. Total net assets
under management were approximately $116 million at December 31, 2001, $125
million at March 31, 2002, $123 million at June 30, 2002, $129 million at
September 30, 2002 and $129 million at December 31, 2002. Net realized and
unrealized gains on proprietary securities trading were $161,794. Consulting
fees decreased $246,923 which was due to the termination of the Company's
consulting agreement with Bull & Bear Securities, Inc. ("BBSI") during the
second quarter of 2001.

Total expenses decreased $600,182 or 27% over this period of last year. General
and administrative expenses decreased $143,924 or 16% due to lower employee
costs. Marketing expense decreased $225,579 or 31% due to lower fulfillment and
printing costs. Expense reimbursement to the Funds decreased $104,659 or 37%.
Professional fees decreased $89,289 or 49%. Net income for the period was
$137,326 or $.08 per share on a diluted basis as compared to net loss of
$199,065 or $(.12) per share on a diluted basis for last year.

2001 Compared to 2000

Declines in the securities markets can have a significant effect on the
Company's business. Volatile stock markets may affect management and
distribution fees earned by the Company's subsidiaries. If the market value of
securities owned by the Funds declines, shareholder redemptions may occur,
either by transfer out of the equity Funds and into the money market fund, which
has lower management and distribution fees rates than the equity Funds, or by
transfer out of the Funds entirely. Lower net asset levels in the Funds may also
cause or increase reimbursements to the Funds pursuant to expense limitations as
described in Note 9 of the financial statements.

Total revenues decreased $2,253,399 or 54% which was primarily due to the
decrease in management, distribution and other fees, net realized and unrealized
gains on proprietary securities trading and real estate, rental income and
dividends and interest income. Management, distribution and other fees decreased
$526,278 or 23% due to lower net assets in the Funds and the termination of the
investment management agreement with Bexil and Tuxis effective July 31, 2001 and
November 30, 2001 respectively. Net assets under management were approximately
$181 million at December 31, 2000, $172 million at March 31, 2001 $140 million
at June 30, 2001, $128 million at September 30, 2001 and $116 million at
December 31, 2001. Net realized and unrealized losses on proprietary securities
trading were $360,418. Consulting fees increased $46,923 which was primarily due
to the termination and settlement of the Company's consulting agreement with
BBSI during the second quarter of 2001. Rental income declined to $0 as compared
to $250,941 due to the sale of the real estate held for investment in December
2000 for a pre-tax profit of $901,046.

Total expenses decreased $977,041 or 31% over this period of last year, as a
result of decreases in general and administrative expense of $373,560 or 29%,
marketing expenses of $230,925 or 24%, and amortization and depreciation expense
of $32,865 or 26%. General and administrative expenses decreased due to lower
employee costs, in part due to the assumption by Bexil, effective August 1,
2001, of compensation expense of certain Company personnel at the annual rate of
$200,000. Marketing expense decreased due to lower fulfillment and printing
costs. Expense reimbursement to the Funds decreased $3,180 or 1%. Professional
fees decreased $11,511 or 6%. Net loss for the period was $199,065 or $(.12) per
share on a diluted basis as compared to net income of $508,314 or $.31 per share
on a diluted basis for last year.

<PAGE>


Liquidity and Capital Resources

The following table reflects the Company's consolidated working capital, total
assets, long-term debt and shareholders' equity as of the dates indicated.

                                                        December 31,
                                              2002                       2001
                                              ----                       ----

       Working Capital                     $6,768,292                 $7,063,441
       Total Assets                        $8,106,436                 $8,036,785
       Long-Term Debt                      $   -                      $   -
       Shareholders' Equity                $7,889,020                 $7,748,846

For the year ended 2002, working capital decreased $295,149 primarily due to a
reduction in cash from the purchase of additional investments. Total assets and
shareholders' equity increased by $69,651 and $140,174. Total assets and
shareholders' equity increased primarily due to net income recorded for the
year.

For the year ended 2001, working capital, total assets and shareholders' equity
decreased $69,445, $340,437 and $212,900, respectively. Working capital, total
assets and shareholders' equity decreased primarily due to the realized and
unrealized losses from proprietary securities trading.

Management knows of no contingencies that are reasonably likely to result in a
material decrease in the Company's liquidity or that are likely to adversely
affect the Company's capital resources. This includes the restrictions placed on
the transfer of funds to ISC as a result of its regulatory net capital
requirements. At December 31, 2002, the amount subject to these restrictions was
$100,000 or 1.2% of total assets.

Effects of Inflation and Changing Prices

Since the Company derives revenue primarily from investment management and
distribution services from the Funds and proprietary securities trading, it is
not possible for it to discuss or predict with accuracy the impact of inflation
and changing prices on its revenues from continuing operations.


Item 6.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure

There were no changes in or disagreements with the Company's accountants on
accounting and financial disclosure matters during the two years ended December
31, 2002.



<PAGE>


Item 7.    Financial Statements and Supplementary Data

Financial Statements required by Regulation S-X and Supplementary Financial
Information required by Regulation S-B are presented herein.


                  FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES

                                TABLE OF CONTENTS

                                                                            Page

Report of Independent Certified Public Accountants                             9

Consolidated Balance Sheet,
   December 31, 2002                                                          10

Consolidated Statements of Income,
   Years ended December 31, 2002 and 2001                                     11

Consolidated Statements of Changes in Shareholders' Equity,
   Years ended December 31, 2002 and 2001                                     12

Consolidated Statements of Cash Flows,
   Years ended December 31, 2002 and 2001                                     13

Notes to Consolidated Financial Statements                                    15




<PAGE>


              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors and Shareholders of
Winmill & Co. Incorporated


We have audited the accompanying consolidated balance sheet of Winmill & Co.
Incorporated and subsidiaries as of December 31, 2002, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the two years in the period ended December 31, 2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Winmill & Co.
Incorporated and subsidiaries at December 31, 2002, and the consolidated results
of their operations and their consolidated cash flows for each of the two years
in the period ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.





                                                            TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 7, 2003


<PAGE>

<TABLE>
<CAPTION>

                           WINMILL & CO. INCORPORATED

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2002

                                     ASSETS
<S>                                                                                                     <C>
Current Assets:
   Cash and cash equivalents                                                                            $  1,254,528
   Marketable securities (Note 2)                                                                          5,287,080
   Management, distribution and other fees receivable                                                        114,216
   Dividends, interest and other receivables                                                                  56,475
   Prepaid expenses and other current assets                                                                 100,115
   Refundable income taxes                                                                                   173,294
                                                                                                        ------------
      Total Current Assets                                                                                 6,985,708
                                                                                                        ------------
Equipment, furniture and fixtures, net                                                                        58,502
Intangible assets, net                                                                                       635,795
Deferred income taxes (Note 8)                                                                                22,000
Other assets (Note 10)                                                                                       404,431
                                                                                                        ------------
                                                                                                           1,120,728
      Total Assets                                                                                      $  8,106,436
                                                                                                        ============
</TABLE>
<TABLE>
<CAPTION>

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                                                                     <C>
Current Liabilities:
   Accounts payable                                                                                     $     12,585
   Accrued professional fees                                                                                  99,024
   Accrued payroll and other related costs                                                                    25,000
   Accrued other expenses                                                                                     24,504
   Other current liabilities                                                                                  56,303
                                                                                                        ------------
      Total Current Liabilities                                                                              217,416
                                                                                                        ------------
Shareholders' Equity (Notes 2, 4, 5, and 6) Common Stock, $.01 par value Class
   A, 10,000,000 shares authorized;
      1,628,320 shares issued                                                                                 16,283
   Class B, 20,000 shares authorized;
      20,000 shares issued and outstanding                                                                       200
   Additional paid-in capital                                                                              6,807,985
   Retained earnings                                                                                       1,649,878
   Notes receivable for common stock issued                                                                 (527,041)
   Accumulated other comprehensive loss                                                                         (177)
                                                                                                        ------------
                                                                                                           7,947,128
   Less treasury stock                                                                                       (58,108)
                                                                                                        ------------
      Total Shareholders' Equity                                                                           7,889,020
                                                                                                        ------------
      Total Liabilities and Shareholders' Equity                                                        $  8,106,436
                                                                                                        ============
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>


                           WINMILL & CO. INCORPORATED

                        CONSOLIDATED STATEMENTS OF INCOME

                            Years Ended December 31,



                                                                                      2002                      2001
                                                                                      ----                      ----
<S>                                                                                <C>                  <C>
Revenues:
   Management, distribution and other fees                                         $  1,469,731         $  1,759,262
   Consulting fee                                                                           -                246,923
   Realized and unrealized gains (losses) from investments                              161,794             (360,418)
   Dividends, interest and other                                                        179,243              264,639
                                                                                   ------------         ------------
                                                                                      1,810,768            1,910,406
                                                                                   ------------         ------------

Expenses:
   General and administrative                                                           772,827              916,751
   Marketing                                                                            493,405              718,984
   Expense reimbursements to the Funds (Note 11)                                        179,716              284,375
   Professional fees                                                                     92,035              181,324
   Depreciation and amortization                                                         57,159               93,890
                                                                                   ------------         ------------
                                                                                      1,595,142            2,195,324
                                                                                   ------------         ------------

Income (loss) before income taxes                                                       215,626             (284,918)
Income taxes (benefit) (Note 8)                                                          78,300              (85,853)
                                                                                   ------------         ------------
Net Income (Loss)                                                                  $    137,326         $   (199,065)
                                                                                   ============         ============

Per Share Data:
   Basic
      Net income (loss)                                                                  $  .08               $(.12)
                                                                                         ======               =====
   Diluted
      Net income (loss)                                                                  $  .08               $(.12)
                                                                                         ======               =====

Average Shares Outstanding:
   Basic                                                                              1,638,403            1,653,343
                                                                                      =========            =========
   Diluted                                                                            1,649,129            1,653,343
                                                                                      =========            =========
</TABLE>


See accompanying notes to consolidated financial statements.



<PAGE>


See accompanying notes to consolidated financial statements.

                           WINMILL & CO. INCORPORATED

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                     Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                              Number of Shares                                                   Amount
                              ---------------- -------------------------------------------------------------------------------------
<S>                           <C>        <C>       <C>      <C>      <C>        <C>          <C>         <C>        <C>
                                                                                 Notes
                                                                                 Receivable
                                                                                 For                                Accumulated
                                                                     Additional  Common      Retained    Treasury   Other
                              Class A    Class B   Class A  Class B  Paid-In     Stock       Earnings    Stock      Comprehensive
                              Common     Common    Common   Common   Capital     Issued      (Deficit)   Class A    Income
                              ---------  -------   -------  -------  ----------  ----------  ----------  ---------  -------------
Balance, December 31, 2000    1,635,017  20,000    $16,351  $200     $6,872,454  $(603,675)  $1,711,617  $    -     $(35,201)
Net loss                              -       -         -     -              -          -      (199,065)      -            -
Other comprehensive income
   Unrealized gains on
     marketable securities            -       -         -     -              -          -            -        -       44,763
                                --------  -------  -------  ----    -----------   ---------   ----------   --------   --------
   Comprehensive income

Redemption of stock              (6,697)      -      (68)     -       (64,469)          -            -        -           -
Repayment of notes receivable         -       -        -      -             -       5,939            -        -           -
                                --------   ------   ------- ----    -----------   ---------   ----------   --------   --------
Balance, December 31, 2001     1,628,320   20,000   16,283  200     6,807,985    (597,736)    1,512,552       -        9,562

Net income                            -       -        -     -              -           -       137,326       -           -
Other comprehensive income
   Unrealized losses on
     investments                      -       -        -     -              -           -            -        -       (9,739)
                                -------    ------   ------  ----    ----------    --------    ----------   --------   --------
   Comprehensive income

Repayment of notes receivable        -        -        -     -              -     70,695             -        -           -
Purchase of treasury stock      (39,500)      -        -     -              -          -             -     (58,108)       -
                                --------    ------  ------  ----    ----------    --------    ----------    --------  --------

Balance, December 31, 2002     1,588,820    20,000 $16,283  $200    $6,807,985   $(527,041)  $1,649,878   $(58,108)   $(177)
                               =========    ======  ======= ====    ==========    =========  ==========    ========  ========


                              Total
                              Shareholders'
                              Equity
                              -------------
Balance, December 31, 2000    $ 7,961,746
Net loss                         (199,065)
Other comprehensive income
   Unrealized gains on
     marketable securities         44,763
                                 --------
   Comprehensive income          (154,302)
                                ---------
Redemption of stock               (64,537)
Repayment of notes receivable       5,939
                                 --------
Balance, December 31, 2001      7,748,846

Net income                        137,326
Other comprehensive income
   Unrealized losses on
     investments                   (9,739)
                                  --------
   Comprehensive income           127,587
                                  --------
Repayment of notes receivable      70,695
Purchase of treasury stock        (58,108)
                                 --------

Balance, December 31, 2002     $ 7,889,020
                                ==========


</TABLE>



                                      -13-



<PAGE>
<TABLE>
<CAPTION>


                           WINMILL & CO. INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Years Ended December 31,



                                                                                         2002                 2001
                                                                                         ----                 ----
<S>                                                                               <C>                  <C>
Cash Flows from Operating Activities:
   Net income (loss)                                                              $     137,326        $    (199,065)
                                                                                  -------------        -------------
   Adjustments to reconcile net income (loss)
      to net cash provided by (used in) operating activities:
      Depreciation and amortization                                                      57,159               93,890
      Decrease (increase) deferred income taxes                                          69,000               47,000
      Decrease (increase) in cash value of life insurance                               (32,160)              21,463
      Unrealized (gain) on proprietary securities trading                              (163,105)             (54,591)
      (Increase) decrease in:
         Management, distribution and other fees receivable                              (8,499)              56,057
         Dividends, interest and other receivables                                      (32,229)             159,570
         Prepaid expenses and other current assets                                      (27,699)             118,094
         Refundable income taxes                                                         86,126             (259,420)
         Other assets                                                                   (26,538)             (13,275)
      Increase (decrease) in:
         Accounts payable                                                               (15,286)             (10,778)
         Accrued expenses                                                               (54,322)              57,557
         Accrued income taxes                                                             9,300             (231,000)
         Other current liabilities                                                      (10,215)              56,682
                                                                                  -------------        -------------
   Total adjustments                                                                   (148,468)              41,249
                                                                                  -------------        -------------
      Net cash provided by (used for) operating activities                              (11,142)             (157,816)
                                                                                  -------------        -------------
</TABLE>



<PAGE>



                           WINMILL & CO. INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)

                            Years Ended December 31,

<TABLE>
<CAPTION>


                                                                                         2002                  2001
                                                                                         ----                  ----
<S>                                                                               <C>                  <C>
Cash Flows from Investing Activities:
   Capital expenditures                                                           $     (18,874)       $      (5,623)
   Proprietary securities trading sales                                                  27,173            1,253,790
   Proprietary securites trading purchases                                             (722,438)          (1,674,147)
   Acquisition of intangible asset                                                     (476,471)                 -
                                                                                  -------------        -------------
      Net cash used in investing activities                                          (1,190,610)            (425,980)
                                                                                  -------------        -------------

Cash Flows from Financing Activities:
   Repayments of notes receivable                                                        70,695                5,939
   Redemption of Class A Common Stock                                                       -                (64,537)
   Purchase of treasury stock                                                           (58,108)                 -
                                                                                  -------------        -------------
      Net cash provided by (used in) financing activities                                12,587              (58,598)
                                                                                  -------------        -------------

      Net decrease in cash and cash equivalents                                      (1,189,165)            (642,394)

Cash and cash equivalents:
   Beginning of year                                                                  2,443,693            3,086,087
                                                                                  -------------        -------------
   End of year                                                                    $   1,254,528        $   2,443,693
                                                                                  =============        =============
</TABLE>


SUPPLEMENTAL DISCLOSURE:

   The Company paid $0 and $0 in Federal income taxes in 2002 and 2001,
respectively.


See accompanying notes to consolidated financial statements.



<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS
         Winmill & Co. Incorporated ("Company") is a holding company. Its
         subsidiaries' business consists of providing investment management and
         distribution services for the Midas Funds (three open-end funds), two
         closed-end funds, and proprietary securities trading.

         BASIS OF PRESENTATION
         The consolidated financial statements include the accounts of the
         Company and all of its subsidiaries. Substantially all intercompany
         accounts and transactions have been eliminated.

         ACCOUNTING ESTIMATES
         In preparing financial statements in conformity with accounting
         principles generally accepted in the United States of America,
         management makes estimates and assumptions that affect the reported
         amounts of assets and liabilities at the date of the financial
         statements, as well as the reported amounts of revenues and expenses
         during the reported period. Actual results could differ from those
         estimates.

         FAIR VALUE OF FINANCIAL INSTRUMENTS
         The carrying amounts of cash and cash equivalents, accounts receivable,
         accounts payable, and accrued expenses and other liabilities
         approximate fair value because of the short maturity of these items.
         Marketable securities are recorded at market value which represents the
         fair value of the securities.

         CASH AND CASH EQUIVALENTS
         Investments in money market funds are considered to be cash
         equivalents. At December 31, 2002, the Company and subsidiaries had
         invested approximately $983,100 in an affiliated money market fund.

         MARKETABLE SECURITIES
         The Company and its non-broker/dealer subsidiaries' marketable
         securities are considered to be "available-for-sale" and recorded at
         market value, with the unrealized gain or loss included in
         stockholders' equity as "accumulated other comprehensive income."
         Marketable securities of the broker/dealer subsidiary are valued at
         market with unrealized gains and losses included in earnings.


<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2002 and 2001



         INCOME TAXES
         The Company's method of accounting for income taxes conforms to
         Statement of Financial Accounting Standards No. 109 "Accounting for
         Income Taxes." This method requires the recognition of deferred tax
         assets and liabilities for the expected future tax consequences of
         temporary differences between the financial reporting basis and the tax
         basis of assets and liabilities. The Company and its wholly-owned
         subsidiaries file consolidated income tax returns.

         EQUIPMENT
         Equipment, furniture and fixtures are recorded at cost and are
         depreciated on the straight-line basis over their estimated useful
         lives, 3 to 10 years. At December 31, 2002, accumulated depreciation on
         equipment, furniture and fixtures amounted to approximately $823,700.

         INTANGIBLE ASSETS
         The Company adopted Statements of Financial Accounting Standards No.
         142, "Goodwill and Other Intangible Assets ("SFAS 142") in 2002. In
         accordance with SFAS 142, intangible assets with a finite useful life
         are amortized over the useful life. In addition, intangible assets are
         reviewed for impairment and the remaining useful life evaluated at
         least annually to determine whether events and circumstances warrant a
         revision to the remaining period of amortization. As such, the Company
         has amortized its intangible assets over fifteen years using the
         straight-line method. At December 31, 2002, accumulated amortization on
         intangible assets amounted to approximately $174,900.

         COMPREHENSIVE INCOME
         The Company discloses comprehensive income in the financial statements.
         Comprehensive income includes net income and unrealized gains and
         losses on non-broker/dealer marketable securities, which is reported as
         other comprehensive income in stockholders' equity.

         SEGMENT INFORMATION
         The Company's operating segment is organized around services provided
         and classified into one group - investment management.

         EARNINGS PER SHARE
         Basic earnings per share is computed using the weighted average number
         of shares outstanding. Diluted earnings per share is computed using the
         weighted average number of shares outstanding adjusted for the
         incremental shares attributed to outstanding options to purchase common
         stock.





<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2002 and 2001



     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share:

<TABLE>
<CAPTION>
                                                                                         2002                 2001
                                                                                         ----                 ----
            <S>                                                                     <C>                  <C>
            Numerator for basic and diluted earnings per share:
               Net income (loss)                                                    $   137,326          $  (199,065)
                                                                                    ===========          ===========
            Denominator:
               Denominator for basic earnings per share:
                  weighted - average shares                                           1,638,403            1,653,343
               Effect of dilutive securities:
                  employee stock options                                                 10,726                  -
                                                                                    -----------          -----------
            Denominator for diluted earnings per share:
               adjusted weighted - average shares and
               assumed conversions                                                    1,649,129            1,653,343
                                                                                    ===========          ===========

</TABLE>
<TABLE>
<CAPTION>

2.    MARKETABLE SECURITIES
      <S>                                                                                              <C>
      At December 31, 2002 marketable securities consisted of:

         Broker/dealer securities - at market
            Affiliated investment companies                                                             $  4,389,555
            Equity securities                                                                                895,020
                                                                                                        ------------
               Total broker/dealer securities (cost - $5,272,185)                                          5,284,575
                                                                                                        ------------

         Other companies
            Unaffiliated investment companies                                                                  2,505
                                                                                                        ------------
               Total available-for-sale securities (cost - $2,682)                                             2,505
                                                                                                        ------------
                                                                                                        $  5,287,080
</TABLE>

      At December 31, 2002, the Company had $(177), net of deferred income
      taxes, of unrealized losses on "available-for-sale securities" which is
      reported as a separate component of consolidated shareholders' equity.
      Included in the investments in affiliated investment companies are
      investments of $2,302,945 (representing approximately 25% of the
      outstanding shares) in Bexil and $1,817,329 (representing approximately
      19% of the outstanding shares) in Tuxis, both of which have received
      shareholder approval to change from registered investment companies to
      operating companies.


<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2002 and 2001



3.    LEASE COMMITMENTS

      The Company leases office space under a lease which expires December 31,
      2003. The rent is approximately $109,000 per annum including electricity.


4.    SHAREHOLDERS' EQUITY

      The Class A and Class B Common Stock are identical in all respects except
      for voting rights, which are vested solely in the Class B Common Stock.
      The Company also has 1,000,000 shares of Preferred Stock, $.01 par value,
      authorized. As of December 31, 2002 and 2001, none of the Preferred Stock
      was issued.


5.    NET CAPITAL REQUIREMENTS

      The Company's broker/dealer subsidiary is a member firm of the National
      Association of Securities Dealers, Inc. ("NASD") and is registered with
      the Securities and Exchange Commission as a broker/dealer. Under its
      membership agreement with the NASD, the broker/dealer must maintain
      minimum net capital, as defined, of not less than $100,000, or 6-2/3% of
      aggregate indebtedness, whichever is greater; and a ratio of aggregate
      indebtedness to net capital, as defined, of not more than 15 to 1. At
      December 31, 2002, the subsidiary had net capital of approximately
      $4,623,900; net capital requirements of $100,000; excess net capital of
      approximately $4,523,900; and the ratio of aggregate indebtedness to net
      capital was approximately .05 to 1.


6.    STOCK OPTIONS

      On December 6, 1995, the Company adopted a Long-Term Incentive Plan which,
      as amended, provides for the granting of a maximum of 600,000 options to
      purchase Class A Common Stock to directors, officers and key employees of
      the Company or its subsidiaries. With respect to non-employee directors,
      only grants of non-qualified stock options and awards of restricted shares
      are available. The three non-employee directors were granted 2,500 options
      each on December 10, 2002. The option price per share may not be less than
      the fair value of such shares on the date the option is granted, and the
      maximum term of an option may not exceed ten years except as to
      non-employee directors for which the maximum term is five years.



<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2002 and 2001



      The Company applies APB Opinion 25 and related interpretations in
      accounting for its stock option plans. Accordingly, no compensation cost
      has been recognized for its stock option plans. Pro forma compensation
      cost for the Company's plans is required by Financial Accounting Standards
      No. 123 "Accounting for Stock-Based Compensation (SFAS 123)" and has been
      determined based on the fair value at the grant dates for awards under
      these plans consistent with the method of SFAS 123. For purposes of pro
      forma disclosure, the estimated fair value of the options is amortized to
      expense over the options' vesting period. The Company's pro forma
      information follows:
<TABLE>
<CAPTION>

                                                                                            Years Ended December 31,
                                                                                          2002                 2001
                                                                                          ----                 ----
         <S>                                  <C>                                      <C>                 <C>
         Net income (loss)                    As reported                              $137,326            $(199,065)
                                               Pro forma                               $102,381            $(213,005)
         Earnings per share
            Basic As reported                    $.08                                    $(.12)
                                               Pro forma                                 $.06                 $(.13)
            Diluted                           As reported                                $.08                 $(.12)
                                               Pro forma                                 $.06                 $(.13)
</TABLE>

      The fair value of each option grant is estimated on the date of grant
      using the Black-Scholes option-pricing model with the following weighted
      average assumptions used for grants in 2002 and 2001: expected volatility
      of 41.18% and 46.98%, risk-free interest rate of 1.17% and 3.95% and
      expected life of three years for each year.

      A summary of the status of the Company's stock option plans as of December
      31, 2002 and 2001, and changes during the years ending on those dates is
      presented below:

<TABLE>
<CAPTION>
                                                                                                          Weighted
                                                                                         Number           Average
                                                                                           Of             Exercise
         Stock Options                                                                   Shares            Price
         <S>                                                                            <C>                <C>
         Outstanding at December 31, 2000                                               226,000            $1.61
            Granted                                                                      15,000            $1.80
            Canceled                                                                    (20,000)           $1.94
                                                                                       --------
         Outstanding at December 31, 2001                                               221,000            $1.60
            Granted                                                                      77,500            $1.61
            Canceled                                                                    (17,000)           $1.76
                                                                                       --------
         Outstanding at December 31, 2002                                               281,500            $1.59
                                                                                       ========
</TABLE>

      There were 266,500 and 174,000 options exercisable at December 31, 2002
      and 2001 with a weighted-average exercise price of $1.59 and $1.59,
      respectively. The weighted-average fair value of options granted using the
      Black Scholes option-pricing model was $.40 and $.64 for the years ended
      December 31, 2002 and 2001, respectively.


<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2002 and 2001



      The following table summarizes information about stock options outstanding
at December 31, 2002:

<TABLE>
<CAPTION>
                                                                     Weighted-Average
             Range of                                Number              Remaining              Weighted-Average
         Exercise Prices                          Outstanding        Contractual Life            Exercise Price
         <S>                                         <C>                   <C>                         <C>
         $1.50 - $1.60                               121,500               3.4 years                   $1.50
         $1.60 - $1.66                               160,000               3.6 years                   $1.65
</TABLE>

      In connection with the exercise of the options, the Company has received
      from certain officers notes with interest rates ranging from 2.45% to
      2.48% per annum payable December 31, 2004. The balance of the notes at
      December 31, 2002 was $527,041, which was classified as "notes receivable
      for common stock issued."


7.    PENSION PLAN

      The Company has a 401(k) retirement plan for substantially all of its
      qualified employees. Contributions are based upon a percentage of earnings
      of eligible employees and are accrued and funded on a current basis. Total
      pension expense for the years ended December 31, 2002 and 2001 was
      approximately $49,500 and $33,700, respectively.


8.    INCOME TAXES

      The provision for income tax expense (benefit) was as follows:
<TABLE>
<CAPTION>

                                                                                           2002               2001
                                                                                           ----               ----
            <S>                                                                       <C>                <C>
            Current
               Federal                                                                $  (4,500)         $  (114,000)
               State and local                                                           13,800              (18,853)
                                                                                      ---------          -----------
                                                                                          9,300             (132,853)
            Deferred                                                                     69,000               47,000
                                                                                      ---------          -----------
                                                                                      $  78,300          $   (85,853)
                                                                                      =========          ===========
</TABLE>

     Deferred  tax  assets  (liabilities)  are  comprised  of the  following  at
December 31, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                                           2002               2001
                                                                                           ----               ----
         <S>                                                                          <C>                  <C>
         Unrealized (appreciation) depreciation on investments                        $  (5,000)           $  53,000
         Accrued expenses                                                                 2,000               19,000
         Net capital loss carryforwards                                                  25,000               19,000
                                                                                      ---------            ---------
             Net deferred tax assets                                                  $  22,000            $  91,000
                                                                                      =========            =========

</TABLE>


<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2002 and 2001



      A reconciliation of the federal statutory income tax rate to the Company's
effective tax rate is as follows:
<TABLE>
<CAPTION>
                                                                                            2002             2001
                                                                                            ----             ----
         <S>                                                                               <C>               <C>
         Statutory rate                                                                    34.0%             34.0%
         Increase in effective tax rate resulting from:
            State income taxes, net of federal benefit                                      4.2               4.4
            Write-down of non-deductible intangible assets                                  -                (6.2)
            Non-deductible income and expenses - net                                       (1.9)             (2.1)
                                                                                          -----             -----
                                                                                           36.3              30.1%
                                                                                          =====             =====
</TABLE>


9.    RELATED PARTIES

      All investment management and distribution fees are a result of services
      provided to the Funds. All such services are provided pursuant to
      agreements that set forth the fees to be charged for these services. These
      agreements are subject to annual review and approval by each Fund's Board
      of Directors and a majority of the Fund's non-interested directors. In
      addition, during the years ended December 31, 2002 and 2001, the Funds
      paid approximately $44,000 and $69,000, respectively, for recordkeeping
      services to ISC, which paid such amounts to certain brokers for performing
      such services.  These reimbursements for recordkeeping services were
      recorded in management, distribution and other fees.

      The Company's investment manager and distributor subsidiaries waived
      management and distribution fees from the Funds in the amount of
      approximately $179,700 and $284,400 for the years ended December 31, 2002
      and 2001, respectively.

      On March 31, 1999, the Company sold its discount brokerage business, Bull
      & Bear Securities, ("BBSI") to a subsidiary of Royal Bank of Canada. In
      connection with the sale, Royal Bank agreed that it would cause for the
      three-year period following the sale, BBSI to offer exclusively Dollar
      Reserves to its customers as the sole money market fund into which cash
      balances held by BBSI's customers would be swept on a daily basis. In
      addition, the Company agreed to provide to BBSI for a period of three
      years following the sale certain services with respect to the operation of
      a securities brokerage business for a monthly consulting fee of
      $16,666.67, subject to certain conditions. The agreement was terminated in
      June 2001 by Royal Bank which provided a final settlement payment of
      approximately $164,000.

      Certain officers of the Company also serve as officers and/or directors of
      the Funds.

      Commencing August 1992, the Company has a key man life insurance policy on
      the life of the Company's Chairman which provides for the payment of
      $1,000,000 to the Company upon his death. As of December 31, 2002, the
      policy had a cash surrender value of approximately $274,200 and is
      included in other assets in the balance sheet.




<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2002 and 2001



10.   CONTINGENCIES

      From time to time, the Company and/or its subsidiaries are threatened or
      named as defendants in litigation arising in the normal course of
      business. As of December 31, 2002, neither the Company nor any of its
      subsidiaries was involved in any other litigation that, in the opinion of
      management, would have a material adverse impact on the consolidated
      financial statements.

      In April 2002, the Company entered into a Death Benefit Agreement
      ("Agreement") with the Company's Chairman. Following his death, the
      Agreement provides for annual payments, equal to 80% of his average annual
      salary received from the Company, its affiliates, subsidiaries and other
      related entities for the three year period prior to his death subject to
      certain adjustments to his wife until her death. The Company's obligations
      under the Agreement are not secured and will terminate if he leaves the
      Company's employ under certain conditions.




<PAGE>


                                    PART III


Item 8.    Directors and Executive Officers

The following list contains the names, ages, positions and lengths of service of
all directors and executive officers of the Company.
<TABLE>
<CAPTION>

      Name                          Position                                          Years of Service           Age
                                                                                     Director     Officer
<S>                                 <C>                                               <C>         <C>            <C>
Bassett S. Winmill                  Chairman of the Board                             26          26             72

Robert D. Anderson                  Vice Chairman of the Board                        26          26             73

Thomas B. Winmill, Esq.             President,                                        14          15             43
                                    General Counsel, Director

Edward G. Webb, Jr.                 Director                                          17*         14**           63

Charles A. Carroll                  Director                                          11           -             72

Mark C. Winmill                     Director                                          13***       15****         45

Marion E. Morris                    Senior Vice President                             -             2            57

William G. Vohrer                   Treasurer,                                        -             2            52
                                    Chief Accounting Officer

Monica Pelaez, Esquire              Vice President,
                                    Secretary, Associate General Counsel              -             3            31
</TABLE>

*       1985 to 1990 and 1992 to present.

**     1979 to 1990

***   1989 to 1999 and 2000 to present.

**** 1987 to 1999



<PAGE>



Set forth below is a description of the business experience of the directors and
executive officers of the Company during the past five years.

BASSETT S. WINMILL - Chairman of the Board of Directors. He is also Chairman of
certain investment companies managed by Company subsidiaries and Tuxis
Corporation and Bexil Corporation. He is a member of the New York Society of
Security Analysts, the Association for Investment Management and Research, and
the International Society of Financial Analysts. He is the father of Thomas B.
Winmill and Mark C. Winmill.

ROBERT D. ANDERSON - Vice Chairman of the Board of Directors. He is also Vice
Chairman of certain investment companies managed by Company subsidiaries and
certain subsidiaries of the Company.

THOMAS B. WINMILL, ESQ. - President, General Counsel, Chief Executive Officer
and Director. He is also President of the investment companies managed by
Company subsidiaries and of certain subsidiaries of the Company. He is also a
director and President of Bexil Corporation and a director and general counsel
of Tuxis Corporation. He is a member of the New York State Bar. He is a son of
Bassett S. Winmill and brother of Mark C. Winmill.

EDWARD G. WEBB, JR. - Director. He is Equity Portfolio Manager of Advanced Asset
Management Advisers, Inc. He was President of Webb Associates, Ltd. since 1996.
Prior to that, he served as a Senior Vice President and Director of the Company.

CHARLES A. CARROLL - Director. From 1989 to the present, he has been affiliated
with Kalin Associates, Inc., a member firm of the New York Stock Exchange.

MARK C. WINMILL - Director. He is currently President of Tuxis Corporation. He
was Co-President and Director of the Company from June 1990 to March 1999 and an
Officer and Director of its various Funds and subsidiaries from June 1987 to
March 1999. He was President and Director of Bull & Bear Securities, Inc.
("BBSI"), a nationwide discount broker, from June 1987 until March 1999 when the
Company sold BBSI to The Royal Bank of Canada. He was also Chief Operating
Officer of BBSI from April 1999 to February 2000. He is a son of Bassett S.
Winmill and a brother of Thomas B. Winmill.

WILLIAM G. VOHRER - Chief Financial Officer, Treasurer and Chief Accounting
Officer. He joined the Company in February 2001. He is also Chief Financial
Officer and Treasurer of certain investment companies managed by Company
subsidiaries and certain subsidiaries of the Company, Bexil Corporation and
Tuxis Corporation. From 1999 to 2001, he consulted on accounting matters. From
1994 to 1999 he was Chief Financial Officer and Financial Operations Principal
for Nafinsa Securities, Inc., a Mexican Securities broker/dealer. From 1978 to
1994, he held Chief Financial Officer/Controller positions with various
international banks.

MARION E. MORRIS - Senior Vice President. Since 2000, she has served as Senior
Vice President of the Company, certain investment companies managed by Company
subsidiaries and certain subsidiaries of the Company. She is Director of Fixed
Income and a member of the Investment Policy Committee. From 1997 to 2000, she
acted as general manager of Michael Trapp. Previously, she had served as Vice
President of Salomon Brothers, The First Boston Corporation and Cantor
Fitzgerald.

MONICA PELAEZ, ESQ. - Vice President, Secretary and Chief Compliance Officer.
She is also Vice President, Secretary and Chief Compliance Officer of certain
investment companies managed by Company subsidiaries and certain subsidiaries of
the Company, Bexil Corporation and Tuxis Corporation.  Previously, she was
Special Assistant Corporation Counsel to New York City Administration for
Children's Services from 1998 to 2000 and an attorney with Debevoise & Plimpton
from 1997 to 1998. She earned her Juris Doctor from St. John's University School
of Law in 1997. She is a member of the New York State Bar.



<PAGE>


Each director is elected by the vote or written consent of the holder of a
majority of the Class B Common Stock and holds office until the next meeting of
the Class B common stockholder and until his successor is elected and qualified,
or until his earlier death, resignation or removal.

Based solely on the information from Forms 3, 4, and 5 furnished to it, the
Company believes that the directors, officers, and owners of more than 10
percent of the Class A Common Stock of the Company have filed on a timely basis
reports required by Section 16(a) of the Securities Exchange Act of 1934 during
the most recent fiscal year, except for Forms 5 filed on behalf of Robert D.
Anderson, Charles A. Carroll, William G. Vohrer, Edward G. Webb, Jr., Bassett S.
Winmill, Mark C. Winmill, and Thomas B. Winmill, on February 28, 2003, 14 days
following the February 14, 2003 filing deadline.


Item 9.    Executive Compensation

The following information and tables set forth the information required under
the Securities and Exchange Commission's executive compensation rules.

Summary Compensation Table
The following table sets forth, for the three years ended December 31, 2002, the
compensation paid to the chief executive and the other officers whose total
annual salary and bonus exceeded $100,000 in 2002.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                                   Long-Term
                                               Annual                            Compensation
                                            Compensation                         ------------
                                        -------------------                       Securities          All Other
     Name And                           Salary        Bonus     Other Annual      Underlying         Compensation
Principal Position               Year     ($)          ($)      Compensation*      Options         -----------------
------------------               ----                                                                 (a)      (b)
<S>                              <C>    <C>           <C>              <C>            <C>          <C>       <C>
Bassett S. Winmill               2002   $ 131,733(c)  $    -           -              80,000       $ 1,174   $ 6,888
    Chairman                     2001   $ 315,000     $ 13,125         -              55,000       $ 3,584   $ 6,300
                                 2000   $ 315,000     $  7,450         -              55,000       $ 3,504   $ 5,883

Thomas B. Winmill                2002   $ 110,970(d)  $    -           -              80,000       $   120   $ 6,600
    President and                2001   $ 187,500(d)  $ 10,416         -              55,000       $   300   $ 6,300
    Chief Executive Officer      2000   $ 250,000     $ 10,416         -              55,000       $   300   $ 6,000
</TABLE>

 *    Information omitted as perquisites do not exceed the lesser of $50,000 or
      10% of the total annual salary and bonus for the year for the named
      executive officers.

(a)   Represents term life insurance

(b)   Represents Company's matching contributions to 401(k) Plan.

(c)   Bassett Winmill also received $200,000 in bonus from Bexil Corporation and
      $175,000 in compensation from Tuxis Corporation for his services as
      Executive Chairman.

(d)   Thomas Winmill also received $350,000 and $62,500 in 2002 and 2001,
      respectively, in compensation and bonus from Bexil Corporation for his
      services as President.

<PAGE>



Option Grants Table
The following table sets forth, for the year ended December 31, 2002,
information regarding the options granted for each of the executive officers
named in the Summary Compensation Table.
<TABLE>
<CAPTION>

                                                                                               Potential Realizable
                                                                                               Value At Assumed
                                                                                               Annual Rates Of
                                                                                               Stock Price
                                                                                               Appreciation For
                                          Individual Grants                                    Option Term
                                      Number Of       % Of Total
                                      Securities        Options
                                      Underlying       Granted To
                                       Options        Employees In         Exercise       Expiration
      Name                             Granted         Fiscal Year          Price            Date            5%     10%
      ----                           ------------    ---------------     ----------     --------------       --     ---
<S>                                    <C>                <C>                <C>           <C>             <C>      <C>
Bassett S. Winmill                     25,000             32                 1.66          12/9/07         $11,480  $25,368
Thomas B. Winmill                      25,000             32                 1.66          12/9/07         $11,480  $25,368
</TABLE>


All of the above options are exercisable as of December 31, 2002.

Aggregated Option Exercises and Fiscal Year-End Option Value Table
The following table sets forth, for the year ended December 31, 2002,
information regarding the outstanding options for each of the executive officers
named in the Summary Compensation Table.

<TABLE>
<CAPTION>

                                                                                   Number of
                                                                                   Shares of
                                                                                 Class A Stock          Value of
                                                  Number of                       Underlying           Unexercised
                                                  Shares of                       Unexercised          In-The-Money
                                                   Class A                         Options at           Options at
                                                    Stock           Dollar        12-31-02 (#)         12-31-02 (*)
                                                  Aquired on        Value         Exercisalbe/         Exercisable/
                                                   Exercise        Realized      Unexercisable        Unexercisable
                                                 ------------     ----------    ---------------      ---------------
<S>                                                   <C>             <C>          <C>                 <C>
Bassett S. Winmill                                    0               $0           80,000 / 0          $6,898 / $0
Thomas B. Winmill                                     0               $0           80,000 / 0          $6,898 / $0
</TABLE>


Long-Term Incentive Plan Awards Table
There were no long-term incentive plan awards other than options made during the
year ended December 31, 2002 to the executive officers named in the Summary
Compensation Table.

Compensation of Directors
Edward G. Webb, Jr., Charles A. Carroll and Mark C. Winmill were the only
individuals who received compensation for their service as directors of the
Company in 2002. They were each paid $500 per quarter as a retainer and $2,000
per quarterly meeting attended plus expenses. For the year ended December 31,
2002, Mr. Webb, Mr. Carroll and Mr. Mark C. Winmill were each paid $10,000 for
attending four regular meetings and annual retainer and each received an option
to purchase 2,500 shares of Class A Common Stock at an exercise price of $1.511
per share in December 2002.




<PAGE>


Employment Contracts
The Company has no employment or termination contracts with any of its employees
except to the extent of the agreement described in Note 10 to the financial
statements.

1995 Long-Term Incentive Plan
On December 6, 1995, the Board of Directors of the Company ("Board") and the
Class B voting common stockholder adopted the Winmill & Co. Incorporated 1995
Long-Term Incentive Plan ("Plan"), as amended, under which a maximum of 600,000
options and stock-based awards (collectively, "Awards") may be made to
directors, officers and employees of the Company or its subsidiaries. The
amended Plan is described below.

The purpose of the Plan is to assist the Company and its subsidiaries in
attracting and retaining highly competent officers and directors and otherwise
on behalf of the Company. The Plan also acts as an incentive in motivating
selected officers and key employees to achieve long-term objectives of the
Company, which will inure to the benefit of all stockholders of the Company. Any
proceeds raised by the Company under the Plan will be used for working capital
purposes.

General Provisions
Duration of the Plan; Share Authorization. The Plan will terminate on December
6, 2005, unless terminated earlier by the Board.

Six hundred thousand (600,000) shares of the Company's Class A Common Stock
("Shares") have been available for Awards under the Plan. The Shares to be
offered under the Plan are authorized and unissued Shares, or issued Shares that
have been reacquired by the Company and held in its treasury. Holders of Shares
do not have voting rights except as specifically provided by the Delaware
General Corporation Law.

Shares covered by any unexercised portions of terminated options, Shares
forfeited by Participants, and Shares subject to any Awards that are otherwise
surrendered by a Participant without receiving any payment or other benefit with
respect thereto may again be subject to new Awards under the Plan. In the event
the purchase price of an option or tax withholding relating to an Award is paid
in whole or in part through the delivery of Shares, the number of Shares
issuable in connection with the exercise of the option may not again be
available for the grant of Awards under the Plan.

Plan Administration. The Plan is administered by the Board or Compensation
Committee ("Committee") of the Board. The Committee is composed of at least two
directors of the Company, each of whom is a "Non-Employee Director" as defined
in Rule 16b-3 promulgated by the SEC ("Rule 16b-3") under Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). When the Committee
is administering the Plan, the Committee will determine the officers and other
key employees who will be eligible for and granted Awards, determine the amount
and type of Awards, establish and modify administrative rules relating to the
Plan, impose such conditions and restrictions on Awards as it determines
appropriate and take such other action as may be necessary or advisable for the
proper administration of the Plan. The Board or Committee may, with respect to
Participants who are not subject to Section 16 of the Exchange Act, delegate
such of its powers and authority under the Plan as it deems appropriate to
certain officers or employees of the Company.

Plan Participants. Any employee of the Company or its subsidiaries, whether or
not a director of the Company, may be selected by the Board or Committee to
receive an Award under the Plan. Non-Employee Directors shall receive such
Awards (other than Incentive Stock Options) as the Board in its discretion may
designate.



<PAGE>


Awards Available Under the Plan
Awards to employees under the Plan may take the form of stock options or
Restricted Share Awards. Awards under the Plan may be granted alone or in
combination with other Awards. The consideration for issuance of Awards under
the Plan is the continued services of the employees and non-employee directors
to the Company and its subsidiaries.

Stock Options Granted to Employees. Stock options ("Incentive Stock Options")
meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto ("Code"), and stock options
that do not meet such requirements ("Non-Qualified Stock Options") are both
available for grant to employees under the Plan.

The term of each option will be determined by the Board or Committee, but no
option will be exercisable more than ten years after the date of grant. If,
however, an Incentive Stock Option is granted to a Participant who, at the time
of grant of the option, owns (or is deemed to own under Section 424(d) of the
Code) more than 10% (a "Ten Percent Shareholder") of the Company's Class B
common stock, par value $0.01 per share ("Company Voting Securities"), the
option is not exercisable more than five years after the date of grant. Options
may also be subject to restrictions on exercise, such as exercise in periodic
installments, performance targets and waiting periods, as determined by the
Board or Committee.



<PAGE>


The exercise price of each option is determined by the Board or Committee;
however, the per share exercise price of an option must be at least equal to
100% of the Fair Market Value (as defined below) of a Share on the date of grant
of such option. If, however, an Incentive Stock Option is granted to a Ten
Percent Shareholder, the per share exercise price of the option must be at least
equal to 110% of the Fair Market Value of a Share on the date of grant of such
option. Fair Market Value of a Share means, as of any given date, the most
recently reported sale price of a Share on such date as of the time when Fair
Market Value is being determined on the principal national securities exchange
on which the Shares are then traded or, if the Shares are not then traded on a
national securities exchange, the most recently reported sale price of the
Shares on such date as of the time when Fair Market Value is being determined on
Nasdaq; provided, however, that, if there were no sales reported as of such
date, Fair Market Value is the last sale price previously reported. In the event
the Shares are not admitted to trade on a securities exchange or quoted on
Nasdaq, the Fair Market Value of a Share as of any given date is as determined
in good faith by the Board or Committee. Notwithstanding the foregoing, the Fair
Market Value of a Share will never be less than par value per share.

Subject to whatever installment exercise and waiting period provisions the Board
or Committee may impose, options may be exercised in whole or in part at any
time prior to expiration of the option by giving written notice of exercise to
the Company specifying the number of Shares to be purchased. Such notice must be
accompanied by payment in full of the purchase price in such form as the Board
or Committee may accept (including payment in accordance with a cashless
exercise program under which, if so instructed by the Participant, Shares may be
issued directly to the Participant's broker or dealer upon receipt of the
purchase price in cash from the broker or dealer). If and to the extent
determined by the Board or Committee in its discretion at or after grant,
payment in full or in part may also be made in the form of Shares duly owned by
the Participant (and for which the Participant has good title, free and clear of
any liens and encumbrances) or by reduction in the number of Shares issuable
upon such exercise based, in each case, on the Fair Market Value of the Shares
on the date the option is exercised. In the case of an Incentive Stock Option,
however, the right to make payment of the purchase price in the form of Shares
may be authorized only at the time of grant.

Stock options granted under the Plan are not transferable except by will or the
laws of descent and distribution and may be exercised, during the Participant's
lifetime, only by the Participant.

Unless the Board or Committee provides for a shorter period of time, upon a
Participant's termination of employment other than by reason of death or
disability, the Participant may, within three months from the date of such
termination of employment, exercise all or any part of his or her options as
were exercisable at the date of termination of employment but only if (x) the
Participant resigns or retires and the Board or Committee consents to such
resignation or retirement and (y) such termination of employment is not for
cause. In no event, however, may any option be exercised after the time when it
would otherwise expire. If such termination of employment is for cause or the
Board or Committee does not so consent, the right of such Participant to
exercise such options will terminate at the date of termination of employment.

Further, unless the Board or Committee provides for a shorter period of time,
upon a Participant's becoming disabled (such date being the "Disability Date"),
the Participant may, within one year after the Disability Date, exercise all or
a part of his or her options that were exercisable upon such Disability Date. In
no event, however, may any option be exercised after the time when it would
otherwise expire.

Further, unless the Board or Committee provides for a shorter period of time, in
the event of the death of a Participant while employed by the Company or prior
to the expiration of the option as provided for in the event of disability, to
the extent all or any part of the option was exercisable as of the date of death
of the Participant, the right of the Participant's beneficiary to exercise the
option will expire upon the expiration of one year from the date of the
Participant's death (but in no event more than one year from the Participant's
Disability Date) or on the stated termination date of the option, whichever is
earlier. In the event of the Participant's death, the Board or Committee may, in
its sole discretion, accelerate the right to exercise all or any part of an
Option that would not otherwise be exercisable.


<PAGE>



To the extent all or any part of an option was not exercisable as of the date of
a Participant's termination of employment, such right will expire at the date of
such termination of employment. Notwithstanding the foregoing, the Board or
Committee, in its sole discretion and under such terms as it deems appropriate,
may permit a Participant who will continue to render significant services to the
Company after his or her termination of employment to continue to accrue service
with respect to the right to exercise his or her options during the period in
which the individual continues to render such services.

Restricted Shares. The Board or Committee may award restricted Shares
("Restricted Shares") to a Participant. Such a grant gives a Participant the
right to receive Shares subject to a risk of forfeiture based upon certain
conditions. The forfeiture restrictions on the Restricted Shares may be based
upon performance standards, length of service or other criteria as the Board or
Committee may determine. Until all restrictions are satisfied, lapsed or waived,
the Company will maintain control over the Restricted Shares but the Participant
will be entitled to receive dividends on the Restricted Shares; provided,
however, that any Shares distributed as a dividend or otherwise with respect to
any Restricted Shares as to which the restrictions have not yet lapsed will be
subject to the same restrictions as such Restricted Shares. When all
restrictions have been satisfied and/or waived or have lapsed, the Company will
deliver to the Participant or, in the case of the Participant's death, his or
her beneficiary, stock certificates for the appropriate number of Shares, free
of all restrictions (except those imposed by law). None of the Restricted Shares
may be assigned or transferred (other than by will or the laws of descent and
distribution), pledged or sold prior to lapse or release of the applicable
restrictions.

All of a Participant's Restricted Shares and rights thereto are forfeited to the
Company unless the Participant continues in the service of the Company or any
parent or subsidiary of the Company as an employee until the expiration of the
forfeiture period, and all other applicable restrictions of the Restricted
Shares. Notwithstanding the foregoing, the Board or Committee may, in its sole
discretion, waive the forfeiture period and any other applicable restrictions on
a Participant's Restricted Share Award, provided that the Participant must at
that time have completed at least one year of employment after the date of
grant.

Awards Granted to Non-Employee Directors. Non-Employee Directors are eligible
only to receive Non-Qualified Stock Options and Awards of Restricted Shares. All
such grants may be made only by the Board. The terms and conditions applicable
to grants of such Awards to Non-Employee Directors (except where specifically
stated herein to the contrary) are the same as those applicable to grants of
Non-Qualified Options and Restricted Shares to employees, except that references
to (a) the Committee shall be deemed to refer to the Board (b) employees shall
be deemed to refer to Non-Employee Directors and (c) termination of employment
shall be deemed to refer to termination of service.

Termination and Amendment
The Board may amend or terminate the Plan at any time it is deemed necessary or
appropriate; provided, however, that no amendment may be made, without the
affirmative approval of the holder of Company Voting Securities, that would
require stockholder approval under Rule 16b-3, the Code or other applicable law
unless the Board determines that compliance with Rule 16b-3 and/or the Code is
no longer desired.

Except as provided by the Board or Committee, in its sole discretion, at the
time of an Award or pursuant to certain antidilution provisions (as discussed
below), no Award granted under the Plan to a Participant may be modified (unless
such modification does not materially decrease the value of the Award) after the
date of grant except by express written agreement between the Company and the
Participant, provided that any such change (a) may not be inconsistent with the
terms of the Plan, and (b) must be approved by the Board or Committee.



<PAGE>


The Board has the right and the power to terminate the Plan at any time. No
Award may be granted under the Plan after the termination of the Plan, but the
termination of the Plan will not have any other effect and any Award outstanding
at the time of the termination of the Plan may be exercised after termination of
the Plan at any time prior to the expiration date of such Award to the same
extent such Award would have been exercisable had the Plan not terminated.

Antidilution Provisions
Recapitalization. The number and kind of shares subject to outstanding Awards,
the purchase price or exercise price of such Awards, and the number and kind of
shares available for Awards subsequently granted under the Plan will be
appropriately adjusted to reflect any stock dividend, stock split, combination
or exchange of shares, merger, consolidation or other change in capitalization
with a similar substantive effect upon the Plan or the Awards granted under the
Plan. The Board or Committee has the power and sole discretion to determine the
nature and amount of the adjustment to be made in each case. However, in no
event will any adjustment be made in accordance with the Plan's antidilution
provisions to any previous grant of Restricted Shares if an adjustment has been
or will be made to the Shares awarded to a Participant in such person's capacity
as a stockholder.

Sale or Reorganization. After any reorganization, merger or consolidation in
which the Company is the surviving entity, each Participant will, at no
additional cost, be entitled upon the exercise of an Award outstanding prior to
such event, and in connection with the payout after such event of any Award
outstanding at the time of such event, to receive (subject to any required
action by stockholders), in lieu of the number of Shares receivable or
exercisable pursuant to such option, the number and class of shares of stock or
other securities to which such Participant would have been entitled pursuant to
the terms of the reorganization, merger or consolidation if, at the time of such
reorganization, merger or consolidation, such Participant had been the holder of
record of a number of Shares equal to the number of Shares receivable or
exercisable pursuant to such Award. Comparable rights will accrue to each
Participant in the event of successive reorganizations, mergers or
consolidations of the character described above.

Options to Purchase Stock of Acquired Companies. After any reorganization,
merger or consolidation in which the Company is a surviving entity, the Board or
Committee may grant substituted options under the provisions of the Plan,
pursuant to Section 424 of the Code, replacing old options granted under a plan
of another party to the reorganization, merger or consolidation whose stock
subject to the old options may no longer be issued following such merger or
consolidation. The foregoing adjustments and manner of application of the
foregoing provisions will be determined by the Board or Committee in its sole
discretion. Any such adjustments may provide for the elimination of any
fractional Shares that might otherwise become subject to any options.




<PAGE>


Item 10.   Security Ownership of Certain Beneficial Owners and Management.

(a)   Bassett S. Winmill, Chairman of the Board of Directors, owns all of the
      issued and outstanding shares of the Company's Class B Common Stock, which
      represents 100% of the Company's voting securities.

(b)   The following table sets forth, as of December 31, 2002, information
      relating to beneficial ownership by individual directors of the Company,
      executive officers named in the Summary Compensation Table and by
      directors and executive officers of the Company as a group, of the
      currently issued and outstanding Class A Common Stock of the Company.
<TABLE>
<CAPTION>

                                                                             Amount and Nature of           Percent
      Name of Beneficial Owner                                             Beneficial Ownership (5)        of Class
      ------------------------                                             ------------------------        --------
      <S>                                                                        <C>                         <C>
      Bassett S. Winmill                                                         356,104 (1)                 21.3%
      Thomas B. Winmill                                                          202,520 (2)                 12.1%
      Robert D. Anderson                                                          99,414 (3)                  6.1%
      Edward G. Webb, Jr.                                                         21,164 (4)                  1.3%
      Charles A. Carroll                                                          40,600 (4)                  2.5%
      Mark C. Winmill                                                            109,300 (4)                  6.8%

      All directors and executive officers as a group (6 persons)                829,102                     45.3%
</TABLE>

(1)   Includes options exercisable to purchase 80,000 shares at December 31,
      2002.

(2)   Includes 10,000 shares held by Thomas B. Winmill's sons, of which he
      disclaims  beneficial  ownership and options  exercisable to purchase
      80,000 shares.

(3)   Includes options exercisable to purchase 30,000 shares.

(4)   Includes options exercisable to purchase 17,500 shares.

(5)   The nature of the beneficial ownership for all the Class A Common Stock is
      investment power.



Item 11. Certain Relationships and Related Transactions

The following sets forth the reportable items regarding indebtedness of
management in excess of $60,000.
<TABLE>
<CAPTION>

                                                                          Largest                     Amount
                                                                         Amount Of                 Outstanding At
Name and Relationship                                                  Indebtedness               December 31, 2002
<S>                                                                       <C>                        <C>
Bassett S. Winmill, Chairman *                                            $265,816                   $223,958
Thomas B. Winmill, President *                                            $197,398                   $179,835
Mark C. Winmill, Director *                                               $225,158                   $225,158
</TABLE>

*   In connection with the exercise of stock options and related tax expense,
    the Company received notes with interest rates ranging from 2.45% to 2.48%
    per annum payable on December 31, 2004.





<PAGE>


                                     PART IV


Item 12. Exhibits, Consolidated Financial Statements and Schedules, and Reports
         on Form 8-K

    (a)        (1) Financial Statements
                   See Item 7 for a list of the financial statements filed as
                   part of this report.

               (2) Financial Statement Schedules by Regulation S-X are not
                   required under the related instructions or are inapplicable,
                   and therefore have been omitted.

               (3) Exhibits
                        (2)  Not applicable

                        (3)  Certificate of Incorporation as amended October
                             24, 1989 as filed as an exhibit to Form 10-K for
                             the year ended December 31, 1992 and incorporated
                             herein by reference; Certificate of Incorporation
                             as amended April 1, 1999 as filed as an exhibit to
                             Form 10-K/A for the year ended December 31, 1998
                             and incorporated herein by reference; By-Laws
                             amended as of October 1, 1993 as filed as an
                             exhibit to Form 10-K for the year ended December
                             31, 1993 and incorporated herein by reference, and
                             By-Laws amended as of April 1, 1999 as filed as an
                             exhibit to Form 10-K/A for the year ended December
                             31, 1998 and incorporated herein by reference.

                        (4)  Instruments defining the rights of security
                             holders, including indentures (see Article Four of
                             Certificate of Incorporation).

                        (9)  Not applicable.

                       (10)  Material Contracts
                             (a)   Investment Management Agreements,
                                   Distribution Agreements and Plans of
                                   Distribution ("12b-1 Plans") between
                                   subsidiaries of the Company and the Funds
                                   and Non-Exclusive License Agreements between
                                   the Company and the Funds:

<TABLE>
<CAPTION>
                                                                                                       Non-Exclusive
                                                   Management      Distribution          12b-1            License
       Fund                                         Agreement          Agreement          Plan           Agreement
<S>    <C>                                                <C>               <C>            <C>             <C>
(i)    Dollar Reserves, Inc.                              (1)               (1)            (1)             (3)
(ii)   Global Income Fund, Inc.                           (4)                -              -               -
(iii)  Midas Special Equities Fund, Inc.                  (1)               (1)            (1)             (3)
(iv)   Midas Fund, Inc.                                   (2)               (2)            (2)             (3)
(v)    Internet Growth Fund, Inc.                         (5)                -              -              (5)
</TABLE>

                                   (1)  Filed as exhibits to Form 10-K for the
                                        year ended December 31, 1993 and
                                        incorporated herein by reference.

                                   (2)  Filed as exhibits to Form 10-K for the
                                        year ended December 31, 1995 and
                                        incorporated herein by reference.


<PAGE>



                                   (3)  Filed as exhibits to Form 10-K for the
                                        year ended December 31, 1997 and
                                        incorporated herein by reference.

                                   (4)  Filed as exhibits to Form 10-K for the
                                        year ended December 31, 1999 and
                                        incorporated herein by reference.

                                   (5)  Filed as exhibits to Form 10-KSB for the
                                        year ended December 31, 2002 and filed
                                        herein.

                              (b)   Winmill & Co. Incorporated 1995 Long-Term
                                    Incentive Plan, as adopted December 6, 1995
                                    and amended February 6, 1996, filed as
                                    exhibit to Form 10-K for the year ended
                                    December 31, 1995 and incorporated herein by
                                    reference.

                              (c)   Section 422A Incentive Stock Option Plan, as
                                    adopted December 5, 1990, filed as exhibit
                                    to Form 10-K for the year ended December 31,
                                    1990 and incorporated herein by reference.

                              (d)   Investment Management Transfer Agreements
                                    between the investment management
                                    subsidiaries of the Company and filed as
                                    exhibit to Form 10-K for the year ended
                                    December 31, 1992 and incorporated herein by
                                    reference.

                              (e)   Winmill & Co. Incorporated Investment Plan,
                                    filed as an exhibit to Form 10-K for the
                                    year ended December 31, 1993 and
                                    incorporated herein by reference.

                              (f)   Death Benefit Agreement dated July 22, 1994
                                    and filed as exhibit to Form 10-K for the
                                    year ended December 31, 1994 and
                                    incorporated herein by reference.

                              (g)   Winmill & Co. Incorporated Incentive Stock
                                    Option Agreement for Employees - Bassett S.
                                    Winmill filed as an exhibit to Form 10-K for
                                    the year ended December 31, 1995 and
                                    incorporated herein by reference.

                              (h)   Winmill & Co. Incorporated Incentive Stock
                                    Option Agreement for Employees - Robert D.
                                    Anderson filed as an exhibit to Form 10-K
                                    for the year ended December 31, 1995 and
                                    incorporated herein by reference.

                              (i)   Winmill & Co. Incorporated Incentive Stock
                                    Option Agreement for Employees - Mark C.
                                    Winmill filed as an exhibit to Form 10-K for
                                    the year ended December 31, 1995 and
                                    incorporated herein by reference.

                              (j)   Winmill & Co. Incorporated Incentive Stock
                                    Option Agreement for Employees - Thomas B.
                                    Winmill filed as an exhibit to Form 10-K for
                                    the year ended December 31, 1995 and
                                    incorporated herein by reference.

                              (k)   Winmill & Co. Incorporated Stock Option
                                    Agreement - Edward G. Webb, Jr. filed as an
                                    exhibit to Form 10-K for the year ended
                                    December 31, 1995 and incorporated herein by
                                    reference.



<PAGE>


                              (l)   Winmill & Co. Incorporated Stock Option
                                    Agreement - Charles A. Carroll filed as an
                                    exhibit to Form 10-K for the year ended
                                    December 31, 1995 and incorporated herein by
                                    reference.

                              (m)   Winmill & Co. Incorporated 1995 Long-Term
                                    Incentive Plan, (as Amended and Restated as
                                    of October 29, 1997), filed as exhibit to
                                    Form 10-K for the year ended December 31,
                                    1997 and incorporated herein by reference.

                              (n)   Option Certificate for Bassett S. Winmill
                                    filed as an exhibit to Form 10-K for the
                                    year ended December 31, 1997 and
                                    incorporated herein by reference.

                              (o)   Option Certificate for Edward G. Webb, Jr.
                                    filed as an exhibit to Form 10-K for the
                                    year ended December 31, 1997 and
                                    incorporated herein by reference.

                              (p)   Option Certificate for Charles A. Carroll
                                    filed as an exhibit to Form 10-K for the
                                    year ended December 31, 1997 and
                                    incorporated herein by reference.

                              (q)   Option Certificate for Thomas B. Winmill
                                    filed as an exhibit to Form 10-K for the
                                    year ended December 31, 1997 and
                                    incorporated herein by reference.

                              (r)   Option Certificate for Robert D. Anderson
                                    filed as an exhibit to Form 10-K for the
                                    year ended December 31, 1997 and
                                    incorporated herein by reference.

                              (s)   Purchase Agreement, dated as of December 17,
                                    1998, by and among Winmill & Co.
                                    Incorporated (formerly Bull & Bear Group,
                                    Inc.), Bull & Bear Securities, Inc. and RBC
                                    Holdings (USA) Inc., with all exhibits
                                    thereto filed as an exhibit to Form 8-K on
                                    December 18, 1998 and incorporated herein by
                                    reference.

                              (t)   Death Benefit Agreement as amended April
                                    2002 filed as exhibit to Form 10-KSB for the
                                    year ended December 31, 2002 and filed
                                    herein.

                      (11) Statement Regarding Computation of Per Share Earnings

                      (12) Not applicable. (13) Not applicable.

                      (16) Not applicable.

                      (18) Not applicable.

                      (21) Wholly-Owned Subsidiaries of the Company

                      (23) Not applicable.

                      (24) Not applicable.

                      (27) Not applicable.

                      (28) Not applicable.

                      (99) Not applicable.

     (b) Reports on Form 8-K. No reports on Form 8-K were filed  during the last
quarter of the period covered by this report.


                                      -36-
<PAGE>

Item 13.   Controls and Procedures

    (a)    Evaluation of disclosure controls and procedures. The Company's chief
           executive officer and chief financial officer, after evaluating the
           effectiveness of the Company's "disclosure controls and procedures"
           (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c))
           as of a date (the "Evaluation Date") within 90 days before the filing
           date of this annual report, have concluded that, as of the Evaluation
           Date, the Company's disclosure controls and procedures were
           effective.

    (b)    Changes in internal controls. There were no significant changes in
           the Company's internal controls or to the Company's knowledge, in
           other factors that could significantly affect the Company's
           disclosure controls and procedures subsequent to the Evaluation Date.


                                      -37-

<PAGE>


                                   SIGNATURES



Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                  WINMILL & CO. INCORPORATED



March 31, 2003       By:   /s/ William G. Vohrer
                         -------------------------------------------------------
                         William G. Vohrer
                         Chief Financial Officer, Treasurer, Chief Accounting
                         Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Company and in the
capacities and on the dates indicated.



March 31, 2003       By:   /s/ Bassett S. Winmill
                         -------------------------------------------------------
                         Bassett S. Winmill,
                         Chairman of the Board, Director



March 31, 2003       By:   /s/ Robert D. Anderson
                         -------------------------------------------------------
                         Robert D. Anderson,
                         Vice Chairman, Director



March 31, 2003        By:   /s/ Thomas B. Winmill
                         -------------------------------------------------------
                         Thomas B. Winmill, Esq., President
                         Chief Executive Officer, General Counsel, Director



March 31, 2003       By:   /s/ Edward G. Webb, Jr.
                         -------------------------------------------------------
                         Edward G. Webb, Jr.
                         Director



March 31, 2003       By:   /s/ Charles A. Carroll
                         -------------------------------------------------------
                         Charles A. Carroll,
                         Director



March 31, 2003       By:   /s/ Mark C. Winmill
                         -------------------------------------------------------
                         Mark C. Winmill,
                         Director



                                      -38-
<PAGE>

                         Certification Under Section 906
                        Of The Sarbanes-Oxley Act of 2002



Certification of Periodic Financial Report
Pursuant to 18 U.S. C. Section 1350


       Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Winmill &
Co. Incorporated (the "Company") certifies that the Annual Report on Form 10-KSB
of the Company of the fiscal year ended December 31, 2002 fully complies with
the requirements of Section 13(a) or 15 (d), as applicable, of the Securities
Exchange Act of 1934 and information contained in that Form 10-KSB fairly
presents, in all material respects, the financial condition and results of
operations of the Company.


Dated: March 31, 2003    /s/ Thomas B. Winmill
                         -------------------------------------------------------
                         Thomas B. Winmill
                         Chief Executive Officer and President



Dated: March 31, 2003    /s/ William G. Vohrer
                         -------------------------------------------------------
                         Chief Financial Officer, Treasurer, Chief Accounting
                         Officer



                                      -47-
<PAGE>

               Certification- Exchange act rules 13a-14 and 15d-14



I, Thomas B. Winmill, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Winmill & Co.
     Incorporated;

2.   Based on my knowledge, this Annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

     c)  presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:   March 31, 2003


                              /s/ Thomas B. Winmill
                            ------------------------
                             Chief Executive Officer


               Certification- Exchange act rules 13a-14 and 15d-14



I, William G. Vohrer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Winmill & Co.
     Incorporated;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

     c)  presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  March 31, 2003


                              /s/ William G. Vohrer
                            ------------------------
        Chief Financial Officer, Treasurer and Chief Accounting Officier




<PAGE>


                                INDEX TO EXHIBITS



    (3)  Exhibits

         (10)   Material Contracts

              (a) Management Agreement between Internet Growth Fund, Inc. and
                  CEF Advisers, Inc.

              (b) Non-Exclusive License Agreement between Internet Growth Fund,
                  Inc. and CEF Advisers, Inc.

              (c) Amended Death Benefit Agreement

         (11)   Statement Regarding Computation of Per Share Earnings

         (21)   Wholly-Owned Subsidiaries of the Company







<PAGE>


       Exhibit 11 - Statement Regarding Computation of Per Share Earnings

<TABLE>
<CAPTION>


                                                                            2002                              2001
                                                               --------------------------------        --------------------
<S>                                                              <C>               <C>                 <C>          <C>
                                                                 Basic             Diluted             Basic        Diluted

Weighted average common shares outstanding                       1,638,403        1,638,403           1,653,343    1,653,343

Weighted average common shares issuable
upon exercise of stock options under the
treasury stock method                                                 -             10,726                -            -

Weighted average common shares issuable
upon exercise of warrants under the
treasury stock method                                                 -                -                  -            -

Weighted average common shares and
common share equivalents utilized for
earnings per share computation                                  1,638,403          1,649,129          1,653,343     1,653,343


</TABLE>


<PAGE>


              Exhibit 21 - Wholly-Owned Subsidiaries of the Company



CEF Advisers, Inc.,
   a Delaware corporation


Investor Service Center, Inc.,
   a Delaware corporation


Midas Management Corporation,
   a Delaware corporation












<PAGE>





                         INVESTMENT MANAGEMENT AGREEMENT



     AGREEMENT made on July 12, 2002, by and between Internet Growth Fund, Inc.,
a  Maryland  corporation  (the  "Fund")  and  CEF  Advisers,  Inc.,  a  Delaware
corporation (the "Investment Manager").

       WHEREAS the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as a closed-end management investment company; and

       WHEREAS, the Fund desires to retain the Investment Manager to furnish
certain investment advisory and portfolio management services to the Fund, and
the Investment Manager desires to furnish such services;

       NOW THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, it is hereby agreed between the parties hereto as
follows:

1.   The Fund hereby employs the Investment Manager to manage the investment and
     reinvestment of its assets, including the regular furnishing of advice with
     respect to the Fund's  portfolio  transactions  subject at all times to the
     control and oversight of the Fund's Board of Directors,  for the period and
     on the terms set forth in this  Agreement.  The  Investment  Manager hereby
     accepts  such  employment  and  agrees  during  such  period to render  the
     services  and  to  assume  the  obligations   herein  set  forth,  for  the
     compensation herein provided. The Investment Manager shall for all purposes
     herein  be  deemed  to be  an  independent  contractor  and  shall,  unless
     otherwise expressly provided or authorized, have no authority to act for or
     represent the Fund in any way, or otherwise be deemed an agent of the Fund.
     The Investment Manager may enter into a contract ("Subadvisory  Agreement")
     with an investment  adviser in which the  Investment  Manager  delegates to
     such  investment  adviser  any  or  all of its  duties  specified  in  this
     Paragraph  1,  provided   that  such   Subadvisory   Agreement   meets  all
     requirements of the 1940 Act and rules thereunder.

2.   The Fund assumes and shall pay all the expenses required for the conduct of
     its business including,  but not limited to, salaries of administrative and
     clerical personnel,  brokerage commissions,  taxes, insurance,  fees of the
     transfer agent,  custodian,  legal counsel and auditors,  association fees,
     costs of filing,  printing  and  mailing  proxies,  reports  and notices to
     shareholders,  preparing,  filing and printing the prospectus and statement
     of  additional   information,   payment  of   dividends,   costs  of  stock
     certificates,  costs  of  shareholders  meetings,  fees of the  independent
     directors,  necessary  office space  rental,  all expenses  relating to the
     registration or  qualification  of shares of the Fund under applicable Blue
     Sky laws and  reasonable  fees and expenses of counsel in  connection  with
     such registration and qualification and such non-recurring  expenses as may
     arise,  including,  without  limitation,   actions,  suits  or  proceedings
     affecting  the Fund and the  legal  obligation  which  the Fund may have to
     indemnify its officers and directors with respect thereto.

3.   If requested by the Fund's Board of Directors,  the Investment  Manager may
     provide  other  services  to the Fund  such  as,  without  limitation,  the
     functions of billing,  accounting,  certain shareholder  communications and
     services,  administering  state  and  Federal  registrations,  filings  and
     controls and other administrative  services.  Any services so requested and
     performed  will  be for the  account  of the  Fund  and  the  costs  of the
     Investment  Manager in rendering  such services  shall be reimbursed by the
     Fund,  subject to  examination  by those  directors of the Fund who are not
     interested persons of the Investment Manager or any affiliate thereof.

4.   The services of the Investment Manager are not to be deemed exclusive,  and
     the Investment  Manager shall be free to render similar  services to others
     in addition to the Fund so long as its services  hereunder are not impaired
     thereby.

5.   The  Investment  Manager shall create and maintain all necessary  books and
     records in accordance  with all  applicable  laws,  rules and  regulations,
     including but not limited to records  required by Section 31(a) of the 1940
     Act and the rules thereunder, as the same may be amended from time to time,
     pertaining to the investment  management services performed by it hereunder
     and not otherwise  created and  maintained  by another party  pursuant to a
     written  contract with the Fund.  Where  applicable,  such records shall be
     maintained  by the  Investment  Manager  for the  periods and in the places
     required by Rule 31a-2 under the 1940 Act. The books and records pertaining
     to the Fund which are in the possession of the Investment  Manager shall be
     the   property   of  the  Fund.   The  Fund,   or  the  Fund's   authorized
     representatives,  shall have  access to such books and records at all times
     during the Investment  Manager's normal business hours. Upon the reasonable
     request of the Fund, copies of any such books and records shall be provided
     by  the   Investment   Manager  to  the  Fund  or  the  Fund's   authorized
     representatives.

6.   The Fund  will  pay the  Investment  Manager  a fee for its  services  (the
     "Advisory Fee") at the annual rate of 1.00% of the Fund's average daily net
     assets. The Advisory Fee shall be accrued each calendar day during the term
     of this  Agreement  and the sum of the  daily  fee  accruals  shall be paid
     monthly as soon as  practicable  following the last day of each month.  The
     daily fee accruals will be computed by multiplying 1/365 by the annual rate
     and  multiplying  the  product  by the  net  asset  value  of the  Fund  as
     determined in accordance with the Fund's  registration  statement as of the
     close of business on the previous day on which the American  Stock Exchange
     (or such other exchange on which the Fund's shares are principally  traded)
     was open for business,  or in such other manner as the parties  agree.  The
     Investment  Manager may from time to time and for such  periods as it deems
     appropriate reduce its compensation  and/or assume expenses of the Fund. If
     this Agreement becomes effective or terminates before the end of any month,
     the fee for the period from the  effective  date to the end of the month or
     from the  beginning of such month to the date of  termination,  as the case
     may be, shall be pro-rated  according to the  proportion  which such period
     bears to the full month in which such effectiveness or termination occurs.

7.   The   Investment   Manager   shall   direct   portfolio   transactions   to
     broker/dealers  for  execution on terms and at rates which it believes,  in
     good faith,  to be reasonable in view of the overall  nature and quality of
     services provided by a particular  broker/dealer,  including  brokerage and
     research  services  and  sales of  shares  of the Fund and  shares of other
     investment  companies or series thereof for which the Investment Manager or
     an affiliate thereof serves as investment  adviser.  The Investment Manager
     may also allocate  portfolio  transactions to  broker/dealers  that remit a
     portion  of their  commissions  as a credit  against  Fund  expenses.  With
     respect to brokerage  and research  services,  the  Investment  Manager may
     consider in the selection of broker/dealers  brokerage or research provided
     and  payment  may be made of a fee  higher  than that  charged  by  another
     broker/dealer  which does not furnish  brokerage  or  research  services or
     which  furnishes  brokerage  or  research  services  deemed to be of lesser
     value, so long as the criteria of Section 28(e) of the Securities  Exchange
     Act of 1934, as amended,  or other  applicable  laws are met.  Although the
     Investment Manager may direct portfolio  transactions  without  necessarily
     obtaining the lowest price at which such broker/dealer,  or another, may be
     willing to do business,  the  Investment  Manager shall seek the best value
     for the Fund on each trade that  circumstances  in the market place permit,
     including  the  value  inherent  in  on-going  relationships  with  quality
     brokers.  To the extent any such  brokerage  or  research  services  may be
     deemed to be additional  compensation  to the  Investment  Manager from the
     Fund, it is authorized by this Agreement.  The Investment Manager may place
     brokerage  for the Fund  through an affiliate  of the  Investment  Manager,
     provided that: the Fund not deal with such affiliate in any  transaction in
     which such  affiliate  acts as principal;  the  commissions,  fees or other
     remuneration  received by such affiliate be reasonable and fair compared to
     the  commissions,  fees or  other  remuneration  paid to other  brokers  in
     connection with comparable  transactions involving similar securities being
     purchased or sold on a securities  exchange  during a comparable  period of
     time; and such brokerage be undertaken in compliance  with  applicable law.
     The Investment  Manager's fees under this Agreement shall not be reduced by
     reason of any  commissions,  fees or other  remuneration  received  by such
     affiliate from the Fund.

8.   A. This Agreement shall become effective upon the date hereinabove  written
     provided that this Agreement shall not take effect unless it has first been
     approved  (i) by a vote of a majority of the  Directors of the Fund who are
     not parties to this Agreement,  or interested persons of any such party and
     (ii) by vote of a majority of the Fund's outstanding voting securities.

     B.   Unless sooner  terminated as provided  herein,  this  Agreement  shall
          continue  in  effect  for two  years  from  the  above  written  date.
          Thereafter,   if  not   terminated,   this  Agreement  shall  continue
          automatically for successive  periods of twelve months each,  provided
          that such  continuance is specifically  approved at least annually (i)
          by a vote of a  majority  of the  Directors  of the  Fund  who are not
          parties to this Agreement, or interested persons of any such party and
          (ii) by the Board of Directors of the Fund or by vote of a majority of
          the outstanding voting securities of the Fund.

     C.   This Agreement may be terminated without penalty at any time either by
          vote of the Board of Directors of the Fund or by vote of a majority of
          the Fund's outstanding voting securities on 60 days' written notice to
          the  Investment  Manager,  or by the  Investment  Manager  on 60 days'
          written notice to the Fund. This Agreement shall immediately terminate
          in the event of its assignment.

9.   The Investment  Manager shall not be liable to the Fund or any  shareholder
     of the Fund for any error of  judgment  or  mistake  of law or for any loss
     suffered  by the Fund or the Fund's  shareholders  in  connection  with the
     matters to which this Agreement relates, but nothing herein contained shall
     be construed to protect the Investment Manager against any liability to the
     Fund or the  Fund's  shareholders  by reason of  willful  misfeasance,  bad
     faith, or gross negligence in the performance of its duties or by reason of
     its reckless disregard of obligations and duties under this Agreement.

10.  As used in this Agreement, the terms "interested person," "assignment," and
     "majority of the  outstanding  voting  securities"  shall have the meanings
     provided  therefore  in  the  1940  Act,  and  the  rules  and  regulations
     thereunder.

11.  This Agreement  constitutes the entire agreement between the parties hereto
     and  supersedes  any prior  agreement,  with respect to the subject  hereof
     whether oral or written.  If any provision of this Agreement  shall be held
     or made invalid by a court or regulatory agency, decision, statute, rule or
     otherwise, the remainder of this Agreement shall not be affected thereby.

12.  This  Agreement  shall be construed in accordance  with and governed by the
     laws of the State of New York, provided, however, that nothing herein shall
     be  construed  in a  manner  inconsistent  with the 1940 Act or any rule or
     regulation promulgated thereunder.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
day and year first above written.

ATTEST:                                            INTERNET GROWTH FUND, INC.



/s/ Monica Pelaez                           By:    /s/ Thomas B. Winmill
---------------------------------                  -----------------------------



ATTEST:                                            CEF ADVISERS, INC.



/s/ Irene K. Kawczynski                     By:    /s/ William G. Vohrer
---------------------------------                  -----------------------------

                         NON-EXCLUSIVE LICENSE AGREEMENT





<PAGE>


       AGREEMENT dated as of December 11, 2002 between WINMILL & CO.
INCORPORATED, a Delaware corporation (the "Licensor") and INTERNET GROWTH FUND,
INC., a Maryland corporation (the "Licensee").
                                      -49-


                               W I T N E S S E T H


       WHEREAS, the Licensor is the owner of all right, title and interest in
and to the service mark listed on Schedule A hereto, as such Schedule may be
amended from time to time, (hereinafter collectively referred to as the
"Licensed Mark"), and

       WHEREAS, the Licensee has requested a non-exclusive license to use the
Licensed Mark in connection with its corporate activities,

       NOW, THEREFORE, the parties hereto agree as follows:

  1.   The Licensor grants to the Licensee the non-exclusive right to use the
       Licensed Mark in connection with its activities as an investment company.

  2.   The grant of the  license provided for in paragraph 1 herein is personal,
       indivisible, non-exclusive and not subject to succession or transfer.

  3.   The Licensee agrees to follow all rules reasonably imposed by the
       Licensor to protect the Licensor's rights in the Licensed Mark.

  4.   The Licensee agrees that the nature and quality of all services rendered
       by the Licensee in connection with the Licensed Mark shall conform to
       standards set by the Licensor and be under control of the Licensor.

  5.   The license may be withdrawn by the Licensor at any time, in its sole
       discretion and without prior notice, in which case the Licensee shall
       have no further right whatsoever to use the Licensed Mark and the
       Licensee's shareholders, officers and directors shall promptly take
       whatever action may be necessary to eliminate all use of and reference to
       the Licensed Mark in the Licensor's name and otherwise.

  6.   In the event of termination as provided for in paragraph 5 herein, the
       Licensee agrees to promptly do all such acts and things as may be
       necessary to terminate its use of the Licensed Mark and will, after such
       termination, make no further reference to the Licensed Mark or any
       confusingly similar term in its business.

  7.   The Licensor and the Licensee agree to do all such further acts and
       things to effect the purposes of this Agreement.


  8.   The representations and warranties contained herein shall continue after
       and survive the termination of this Agreement. No provision of this
       Agreement may be amended or modified in any manner except by a written
       agreement properly authorized and executed by each party hereto. This
       agreement may not be assigned by the Licensee without the prior written
       consent of the Licensor, although the Licensor may assign this Agreement
       at any time without notice or penalty. Subject to the Licensee's Articles
       of Incorporation, with such amendments, if any, as may be in effect as of
       the date hereof, this Agreement supersedes any prior agreement between
       the parties.

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.


                                                   WINMILL & CO. INCORPORATED



                                            By:
                                                   -----------------------------




                                                   INTERNET GROWTH FUND, INC.



                                            By:
                                                   -----------------------------





                                     AMENDED
                             DEATH BENEFIT AGREEMENT



       THIS AGREEMENT, made and entered into this 16th day of April, 2002, by
and between WINMILL & CO. INCORPORATED, a corporation organized and existing
under the laws of the State of Delaware (hereinafter referred to as the
"Employer") and BASSETT S. WINMILL (hereinafter referred to as the "Employee").

       WHEREAS,

       It is the consensus of the Board of Directors of the Employer that the
Employee's service to the Employer in the past has been of exceptional merit and
has constituted an invaluable contribution to the general welfare of the
Employer and to achieving its present status of operating efficiency and
position in its field of activity; and

       The ability and experience of the Employee are such that assurance of his
continued services is essential to the growth and performance of the Employer
and it is in the best interests of the Employer to arrange terms of continued
employment for the Employee so as to reasonably assure his remaining in the
Employer's employment until his death; and

       It is the desire of the Employer that the Employee's services be retained
as herein provided; and

       The Employee is willing to continue in the employ of the Employer
provided the Employer agrees to pay certain benefits in accordance with the
terms and conditions hereinafter set forth;

       NOW THEREFORE,

       In consideration of services performed in the past and to be performed in
the future by the Employee, as well as of the mutual promises and covenants
herein contained, it is hereby agreed as follows:

       Article FIRST:      Definitions

       For the purposes of this Agreement, the following terms shall have
meanings indicated below:

       (1)    The term "Employee's Spouse" shall mean Sarah J. Winmill.

       (2)    The term "CPI - U" shall mean the "Consumer Price Index for All
              Urban Consumers: U.S. City Average for All Items" published
              monthly by the Bureau of Labor Statistics of the United States
              Department of Labor. If the CPI - U is discontinued, the Employer
              shall use in lieu thereof a comparable consumer index pertaining
              to the purchasing power of the U.S. dollar published by the United
              States government, such comparable index to be chosen by the
              Employer in its sole discretion.

       (3)    The term "Employee's Average Salary" shall mean 80% of the average
              annual salary of the Employee, including bonuses, calculated for
              the three (3) year period ending December 31 prior to the date of
              death of the Employee, as paid by Employer, its affiliates and
              subsidiaries, and any entities of which Employer owns at least
              10%.

       (4)    The term "Index Factor" shall mean a factor equal to the
              percentage  increase or decrease in the CPI - U as measured from
              and after the preceding calendar year.


       (5)    The term Annual Death Benefit Sum shall mean (i) an amount equal
              to the Employee's Average Salary increased or decreased on the
              first day of each year next following the date of the Employee's
              death by an amount which shall be equal to the product of the
              Employee's Average Salary multiplied by the Index Factor and (ii)
              such amount as shall be required from time to time to pay premiums
              for health insurance for the Employee's Spouse during her lifetime
              that shall be comparable to the health insurance provided by the
              Employer to its employees.

       Article SECOND:     Death Benefit

       The Employer agrees to pay as a death benefit the Annual Death Benefit
Sum in semi-monthly installments to the Employee's Spouse each year during her
lifetime. The first installment shall be due the first day of the month next
following the Employee's death. In no event shall the Employee or his estate
have any right to receive the, death benefit or any installments described
herein or in any way to alter the receipt of such semi-monthly installments.

       Article THIRD:               Forfeitable Benefits -  Voluntary or Other
                                    Termination of Services, or Discharge

       In the event that prior to the Employee's death, the Employee shall
terminate his employment with the Employer or shall be discharged for action
inimical to the corporate interests of the Employer, which shall be in the sole
determination of the Board of Directors of the Employer, this Agreement shall
terminate upon the date of such termination of employment or discharge and no
benefits or payments of any kind shall be made hereunder.

       Article FOURTH:     Non-Alienability

       Neither the Employee nor the Employee's Spouse under this Agreement shall
have the power or right to transfer, assign, anticipate, mortgage, commute, or
otherwise encumber in advance any installment payable hereunder, nor shall any
said monthly installment be subject to seizure for the payment of any debts or
judgments or be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise. In the event the foregoing restriction is violated, all
installments shall cease and terminate.

       Article FIFTH:      Participation in Other Plans

       Nothing contained in this Agreement shall be construed to alter, abridge
or in any manner affect the rights and privileges of the Employee to participate
in any pension or profit-sharing plan that the Employer may now or hereafter
provide.

       Article SIXTH:      Benefits and Burdens

       This Agreement shall be binding upon and inure to the benefit of the
Employee and the Employee's Spouse and it shall be binding, on the Employer and
any successor organization which shall succeed to substantially all of the
Employer s assets.

       Article SEVENTH:    Governing Law, Etc.

       This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. This Agreement sets forth the entire Agreement
between the parties concerning the subject matter thereof, and any amendment or
discharge to this Agreement shall be in writing and signed by the parties
hereto. This Amended Agreement is intended to replace the Death Benefit
Agreement dated July 22, 1994 between the Employer and Employee, which shall be
of no further force or effect.


       Article EIGHTH:     Not an Employment Contract

       This Agreement shall not be deemed to constitute a contract of employment
between the parties hereto, nor shall any provision herein restrict the right of
the Employer to discharge the Employee or restrict the right of the Employee to
terminate his employment.

       IN WITNESS WHEREOF, the Employer has caused its name to be here under
executed by its duly authorized officer, duly attested by its Secretary, and the
Employee has hereunto set his hand seal the day and year first above written.

                                                     WINMILL & CO. INCORPORATED



Attest:  /s/                                         By:    /s/
            ----------------                                  ------------------




                                                     /s/                  (L.S.)
                                                        ------------------------
                                                     Bassett S. Winmill